F-4

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As filed with the Securities and Exchange Commission on November 21st, 2003

Registration No. 333-               

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

VIDÉOTRON LTÉE
AND THE GUARANTORS LISTED ON THE TABLE OF ADDITIONAL REGISTRANTS^*
(Exact name of Registrant as specified in its charter)

Province of Quebec (State or other jurisdiction of incorporation or organization)	4841 (Primary Standard Industrial Classification Code Number)	Not applicable (I.R.S. Employer Identification No.)
Vidéotron Ltée 300 Viger Avenue East Montreal, Quebec H2X 3W4 Canada (514) 281-1232 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

CT Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 894-8600
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
John A. Willett, Esq. Christine D. Rogers, Esq. Arnold & Porter 399 Park Avenue New York, New York 10022-4690 (212) 715-1000	Marc Lacourcière, Esq. Ogilvy Renault 1981 McGill College Avenue, Bureau 1100 Montreal, Québec H3A 3C1 Canada (514) 847-4747

*

The companies listed on the next page in the "Table of Additional Registrants" are included in this Registration Statement on Form F-4 as co-registrants.

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable following the effectiveness of this registration statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

        If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit(1)	Proposed maximum aggregate offering price(1)	Amount of registration fee(1)
67/8% Senior Notes due January 15, 2014	$335,000,000	100%	$335,000,000	$27,101.50
Guarantees of 67/8% Senior Notes due January 15, 2014(2)	—	—	—	—

(1)

The registration fee has been calculated in accordance with Rules 457(a), 457(f)(2) and 457(n) under the Securities Act.

(2)

In accordance with Rule 457(n), no separate fee for the registration of the guarantees of the 6⁷/8% Senior Notes due January 15, 2014 of Vidéotron Ltée, which are being registered concurrently, is payable.

The co-registrants hereby amend this registration statement on such dates as may be necessary to delay its effective date until the co-registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

        The following subsidiaries of Vidéotron Ltée have fully and unconditionally guaranteed the 6⁷/8% Senior Notes due January 15, 2014 of Vidéotron Ltée and are additional registrants under this Registration Statement.

Exact Name of Additional Registrant as Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification Number
Vidéotron TVN inc.	Province of Québec	4841	N/A
Le SuperClub Vidéotron ltée	Province of Québec	7841	N/A
Vidéotron (1998) ltée	Province of Québec	4841	N/A
Groupe de Divertissement SuperClub Inc.	Province of Québec	7841	N/A

*

The address and telephone number of the principal executive offices of each additional registrant are the same address and telephone number of the principal executive offices of Vidéotron Ltée.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated November 21st, 2003

PROSPECTUS

US$335,000,000

Vidéotron Ltée

Offer to Exchange All Outstanding
US$335,000,000 Principal Amount of
6⁷/8% Senior Notes due January 15, 2014
for US$335,000,000 Principal Amount of
6⁷/8% Senior Notes due January 15, 2014
That Have Been Registered Under the Securities Act of 1933

The Exchange Offer:

•

We will exchange all old notes that are validly tendered and not validly withdrawn for an equal principal amount of new notes that have been registered.

•

You may withdraw tenders of old notes at any time prior to the expiration of the exchange offer.

•

The exchange offer expires at 5:00 PM, New York City time, on                        , 2003, unless we extend the exchange offer.

The New Notes:

•

The terms of the new notes to be issued in the exchange offer are substantially identical to the old notes, except that the new notes will be freely tradeable by persons who are not affiliated with us.

•

No public market currently exists for the old notes. We do not intend to list the new notes on any securities exchange and, therefore, no active public market is anticipated.

•

The new notes, like the old notes, will be unsecured, will be guaranteed by certain of our existing and future subsidiaries, and will rank:

•

effectively junior to all of our and our subsidiary guarantors' existing and future secured debt;

•

effectively junior to all debt and other obligations of any of our subsidiaries that do not guarantee the new notes;

•

equally with all of our and our subsidiary guarantors' existing and future unsecured debt that does not expressly provide that it is subordinated to the new notes or the subsidiary guarantees; and

•

senior to all of our and our subsidiary guarantors' existing and future debt that expressly provides that it is subordinated to the new notes or the subsidiary guarantees.

This investment involves risks. See "Risk Factors" beginning on page 14.

Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.

The date of this prospectus is                        , 2003

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state or other jurisdiction where the offer is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.

TABLE OF CONTENTS

	Page
Industry and Market Data	ii
Enforceability of Civil Liabilities	ii
Forward-Looking Statements	ii
Presentation of Financial Information	ii
Exchange Rates	iii
Summary	1
Risk Factors	14
Use of Proceeds	24
Capitalization	25
Selected Combined Financial and Operating Data	26
Management's Discussion and Analysis of Financial Condition and Results of Operations	32
Business	45
Management	66
Our Shareholder	72
Certain Relationships and Related Transactions	72
Description of Certain Indebtedness	75
The Exchange Offer	78
Description of the Notes	89
Certain Tax Considerations	138
Notice to Canadian Investors	141
Plan of Distribution	143
Legal Matters	143
Independent Auditors	143
Where You Can Find More Information	144
Index to Combined Financial Statements	F-1

This prospectus incorporates by reference documents that contain important business and financial information about Vidéotron that is not included in or delivered with this prospectus. These documents are available without charge to security holders upon written or oral request to: Vidéotron Ltée, 300 Viger Avenue East, Montreal, Québec, Canada H2X 3W4, Attention: Corporate Secretary, telephone number (514) 380-1999. To obtain timely delivery, holders of the old notes must request these documents no later than five business days before the expiration date. Unless extended, the expiration date is                        , 2003.

i

INDUSTRY AND MARKET DATA

        Market data and certain industry statistics used throughout this prospectus were obtained from internal surveys, market research, publicly available information and industry publications. Industry publications generally state that the information contained therein has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Similarly, internal surveys and industry and market data, while believed to be reliable, have not been independently verified, and we make no representation as to the accuracy or completeness of such information.

ENFORCEABILITY OF CIVIL LIABILITIES

        We are incorporated under the laws of the Province of Québec. Substantially all our directors, controlling persons and officers, as well as certain of the experts named in this prospectus, are residents of Canada, and all or a substantial portion of their assets and all of our assets are located outside the United States. We have agreed, in accordance with the terms of the indenture under which the new notes will be issued, to accept service of process in any suit, action or proceeding with respect to the indenture or the new notes brought in any federal or state court located in New York City by an agent designated for such purpose, and to submit to the jurisdiction of such courts in connection with such suits, actions or proceedings. However, it may be difficult for holders of the new notes to effect service within the United States upon directors, officers and experts who are not residents of the United States or to realize in the United States upon judgments of courts of the United States predicated upon civil liability under U.S. federal or state securities laws. We have been advised by Ogilvy Renault, our Canadian counsel, that there is doubt as to the enforceability in Canada against us or against our directors, officers and experts who are not residents of the United States, in original actions or in actions for enforcement of judgments of courts of the United States, of liabilities predicated solely upon U.S. federal or state securities laws.

FORWARD-LOOKING STATEMENTS

        This prospectus includes "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements other than statements of historical facts included in this prospectus, including, without limitation, statements under the captions "Summary," "Risk Factors," "Use of Proceeds," "Capitalization," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business" and located elsewhere in this prospectus regarding the prospects of our industry and our prospects, plans, financial position and business strategy, may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "expect," "intend," "estimate," "anticipate," "plan," "foresee," "believe" or "continue" or the negatives of these terms or variations of them or similar terminology. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we can give no assurance that these expectations will prove to have been correct. Important factors that could cause actual results to differ materially from our expectations are disclosed in this prospectus, including under the section "Risk Factors." These forward-looking statements speak only as of the date of this prospectus. We will not update these statements unless the securities laws require us to do so.

PRESENTATION OF FINANCIAL INFORMATION

        Immediately prior to the completion of the private placement offering of our old notes on October 8, 2003, Quebecor Media Inc., or Quebecor Media or QMI, our sole shareholder, transferred its wholly-owned subsidiaries Le SuperClub Vidéotron ltée, or SuperClub Vidéotron, and Vidéotron TVN inc., or Vidéotron TVN, to us in exchange for additional shares of our capital stock. This transaction was between entities under common control and was accounted for by the continuity-of-interests method. The transfer was recorded at the carrying value of the subsidiaries' net assets at the moment of the transfer, and the corresponding figures in our combined financial statements for periods before the transfer include those of SuperClub Vidéotron and Vidéotron TVN.

ii

        Combined financial statements, which combine our consolidated financial statements, the consolidated financial statements of SuperClub Vidéotron and the financial statements of Vidéotron TVN, have been used in this prospectus because all these entities were under the common control of Quebecor Media during the whole period covered by these financial statements. These combined financial statements have been prepared in accordance with accounting principles generally accepted in Canada, or Canadian GAAP. For a discussion of the principal differences between Canadian GAAP and accounting principles generally accepted in the United States, or U.S. GAAP, see note 21 to our audited combined financial statements for the years ended December 31, 2000, 2001 and 2002 and note 12 to our unaudited interim combined financial statements for the nine months ended September 30, 2002 and 2003 included elsewhere in this prospectus. We state our financial statements in Canadian dollars. In this prospectus, references to Canadian dollars, Cdn$ or $ are to the currency of Canada and references to U.S. dollars or US$ are to the currency of the United States.

        We use in this prospectus certain financial measures that are not calculated in accordance with Canadian GAAP or U.S. GAAP to assess our financial performance. For example, we use EBITDA and EBITDA margin in this prospectus. EBITDA for us means earnings before depreciation and amortization, financial expenses, other items (consisting primarily of restructuring charges), income taxes, share in the results of a company subject to significant influence, non-controlling interest in a subsidiary and amortization of goodwill. We provide the calculation of these non-GAAP financial measures as well as other measures and a reconciliation to the most directly comparable GAAP financial measures in notes 5, 6 and 9 under "Selected Combined Financial and Operating Data."

EXCHANGE RATES

        The following table sets forth, for the periods indicated, the average, high, low and end of period noon buying rates in the City of New York for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York, or the noon buying rate. Such rates are set forth as U.S. dollars per Cdn$1.00 and are the inverse of rates quoted by the Federal Reserve Bank of New York for Canadian dollars per US$1.00. On November 18, 2003, the inverse of the noon buying rate was Cdn$1.00 equals US$0.7678.

Year Ended:	Average(1)	High	Low	Period End
December 31, 2002	0.6370	0.6619	0.6200	0.6329
December 31, 2001	0.6446	0.6697	0.6241	0.6279
December 31, 2000	0.6727	0.6969	0.6410	0.6669
December 31, 1999	0.6746	0.6925	0.6535	0.6925
December 31, 1998	0.6722	0.7105	0.6341	0.6504

Nine Months Ended:	Average(1)	High	Low	Period End
September 30, 2003	0.7000	0.7492	0.6349	0.7404
September 30, 2002	0.6367	0.6619	0.6200	0.6303

Month Ended:	Average(2)	High	Low	Period End
October 31, 2003	0.7564	0.7667	0.7418	0.7579
September 30, 2003	0.7335	0.7424	0.7207	0.7404
August 31, 2003	0.7162	0.7228	0.7092	0.7220
July 31, 2003	0.7238	0.7481	0.7085	0.7105
June 30, 2003	0.7394	0.7492	0.7263	0.7376
May 31, 2003	0.7227	0.7437	0.7032	0.7293
April 30, 2003	0.6858	0.6975	0.6737	0.6975

(1)

The average of the exchange rates on the last day of each month during the applicable period.

(2)

The average of the exchange rates for all days during the applicable month.

iii

        Canada has no system of exchange controls. There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian company to non-resident investors. There are no laws of Canada or exchange restrictions affecting the remittance of dividends, interest, royalties or similar payments to non-resident holders of our securities, except as described under "Certain Tax Considerations — Canadian Material Federal Income Tax Considerations for Non-Residents of Canada."

iv

SUMMARY

The following summary highlights selected information from this prospectus to help you understand Vidéotron Ltée, the exchange offer and the new notes. For a more complete understanding of Vidéotron Ltée, the exchange offer and the new notes, we encourage you to read this entire prospectus carefully. Unless otherwise specifically indicated, the financial and other information provided in this prospectus gives effect to the transfer by Quebecor Media of its wholly-owned subsidiaries SuperClub Vidéotron and Vidéotron TVN to us immediately prior to the closing of the offering of the old notes. Unless the context indicates or otherwise requires, the terms "Vidéotron," "our company," "we," "us" and "our" as used in this prospectus refer to Vidéotron Ltée and its consolidated subsidiaries, including SuperClub Vidéotron and Vidéotron TVN.

Our Business

        We are the largest distributor of pay-television services in the Province of Québec and the third largest cable operator in Canada based on the number of cable customers. We hold cable licenses that cover approximately 80% of Québec's 3.0 million homes passed by cable, including licenses for the greater Montréal area, the second largest urban area in Canada. The greater Montréal area represents one of the largest contiguous clusters in Canada and is among the largest in North America as measured by the number of cable customers. This concentration provides us with improved operating efficiencies and is a key element in the development and launch of our bundled service offerings. In 2001, we substantially completed our network modernization program, which has provided us with one of the largest bi-directional hybrid fiber coaxial (HFC) networks in North America, with approximately 97% of our systems upgraded to two-way capability and 74% of our customers served by systems upgraded to 750 MHz.

        Through SuperClub Vidéotron, we also own the largest chain of video stores in Québec, with 176 retail locations (of which 133 are franchised) and more than 1.3 million video club rental members. With approximately 80% of its retail locations located in our markets, SuperClub Vidéotron is both a showcase and a valuable and cost-effective distribution network for our growing array of advanced products and services.

Recent Development

        In April 2003, we entered into two new collective bargaining agreements with 1,700 unionized employees in the Montréal and Quebec City regions, which ended the labor dispute that began on May 8, 2002. The new collective bargaining agreements will expire on December 31, 2006. The terms and conditions of our new collective bargaining agreements will better enable us to reduce our operating costs and enhance productivity and will provide us with greater flexibility in the management of our operations. We believe these agreements have resulted in operating expenses that are approximately $20 million lower, on an annualized basis, than what we would have incurred under our previous labor agreements. See "Business — Employees."

Our Shareholder

        We are a wholly-owned subsidiary of Quebecor Media. Quebecor Media is a leading Canadian-based media company with interests in newspaper publishing operations, television broadcasting, business telecommunications, book and magazine publishing and new media services, as well as our cable operations. Through these interests, Quebecor Media holds leading positions in the creation, promotion and distribution of news, entertainment and Internet-related services that are designed to appeal to audiences in every demographic category. In addition, Quebecor Media is the largest French-language media company in North America and, through its various operations, reaches every week approximately 95% of the French-speaking population and 41% of the English-speaking population in Canada.

        Quebecor Media is 54.7% owned by Quebecor Inc., a communications holding company, and 45.3% owned by CDP Capital-Communications. Quebecor Inc.'s primary assets are its interests in Quebecor Media and Quebecor World Inc., the world's largest commercial printer. CDP Capital-Communications is a wholly-

1

owned subsidiary of Caisse de dépôt et placement du Québec, Canada's largest pension fund with over $129 billion in assets under management.

        Quebecor Media is neither an obligor nor a guarantor of our obligations under the notes.

The Transactions

Amendments to Our Credit Facilities

        Concurrently with completion of the private placement offering of the old notes on October 8, 2003, we amended the terms of our credit agreement to provide for a Term C loan of $368.1 million, which was used, together with the net proceeds from the offering of the old notes, to fully repay the then outstanding balances under our credit facilities and for general corporate purposes. We also amended our credit facilities to extend the maturity of our credit facilities to 2008 and reduce our near-term bank repayment requirements. In addition, we reduced our total borrowing capacity under our revolving credit facility by $50.0 million to $100.0 million. These amendments will improve our financial and operational flexibility. See "Description of Certain Indebtedness — Credit Facilities — General."

Corporate Reorganization

        Immediately prior to the completion of the private placement offering of the old notes on October 8, 2003, Quebecor Media, our sole shareholder, transferred its wholly-owned subsidiaries SuperClub Vidéotron and Vidéotron TVN to us in exchange for additional shares of our capital stock. After such reorganization, our corporate structure is (certain immaterial subsidiaries have been omitted):

*

Not a guarantor of the notes.

        All of the subsidiaries included in the above corporate chart are wholly-owned. CF Cable TV Inc., or CF Cable, and Videotron (Regional) Ltd., or Videotron Regional, will not guarantee the notes. They are undertaking to become guarantors of the notes at such time when CF Cable's 9.125% Senior Secured First Priority Notes due 2007, or the CF Cable notes, are no longer outstanding.

Our Principal Executive Office

        Our principal executive office is located at 300 Viger Avenue East, Montréal, Province of Québec, Canada, H2X 3W4. Our telephone number is (514) 281-1232.

2

The Exchange Offer

        On October 8, 2003, we sold our 6⁷/8% Senior Notes due January 15, 2014 in a private placement exempt from the registration requirements of the Securities Act, and the initial purchasers of these old notes then resold them in reliance on other exemptions from the registration requirements of the Securities Act. Consequently, the old notes are subject to transfer restrictions under the Securities Act. We and the subsidiary guarantors of the old notes entered into a registration rights agreement with the initial purchasers. Under the registration rights agreement, we agreed, among other things, to deliver to you this prospectus and to keep the exchange offer open for not less than 30 days after the date notice of the exchange offer is mailed to the holders of the old notes. In addition, we agreed that if the exchange offer is not completed by April 5, 2004, we will file, and use our best efforts to cause to become effective, a shelf registration statement covering the resale of the old notes. You are entitled to exchange in the exchange offer your old notes for new notes, which are identical in all material respects to the old notes except that:

•

the new notes have been registered under the Securities Act and will be freely tradeable by persons who are not affiliated with us;



•

the new notes are not entitled to the rights which are applicable to the old notes under the registration rights agreement; and



•

our obligation to pay special interest on the old notes if (a) the exchange offer registration statement that includes this prospectus is not declared effective by February 5, 2004 or (b) the exchange offer is not consummated by March 8, 2004, in each case, at incremental rates ranging from 0.25% per annum to 1.0% per annum depending on how long we fail to comply with these deadlines, does not apply to the new notes.

The Exchange Offer	We are offering to exchange up to US$335.0 million aggregate principal amount of our new 67/8% Senior Notes due January 15, 2014, which have been registered under the Securities Act, for up to US$335.0 million aggregate principal amount of our old 67/8% Senior Notes due January 15, 2014, which were issued on October 8, 2003 pursuant to a private placement offering. Old notes may be exchanged only in integral multiples of US$1,000.
Resale of the New Notes	Based on interpretations by the staff of the SEC set forth in no-action letters issued to third parties, we believe that the new notes issued in the exchange offer may be offered for resale, resold and otherwise transferred by you (unless you are our "affiliate" within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery requirements of the Securities Act, provided that you are:
	•  acquiring the new notes in the ordinary course of business;
	•  not participating, do not intend to participate, and have no arrangement or understanding with any person to participate in the distribution of the new notes; and
	•  not a broker-dealer who purchased your old notes directly from us for resale pursuant to Rule 144A or any other available exemption under the Securities Act.
	We do not intend to seek our own no-action letter, and there is no assurance that the SEC staff would make a similar determination with respect to the new notes. If this interpretation is inapplicable and you transfer any new notes issued to you in the exchange offer without delivering a prospectus or without an exemption under the Securities Act, you may incur liability under the Securities Act. We do not assume or indemnify you against this liability.

3

	Each broker-dealer that receives new notes for its own account in exchange for the old notes that were acquired by this broker-dealer as a result of market-making activities or other trading activities must acknowledge that it will deliver a prospectus in connection with any resale of those new notes. See "Plan of Distribution."
	Any holder of old notes who:
	•  is our "affiliate" as defined in Rule 405 under the Securities Act;
	•  does not acquire the new notes in the ordinary course of its business;
	•  tenders in the exchange offer with the intention to participate, or for the purpose of participating, in a distribution of the new notes; or
	•  is a broker-dealer that purchased old notes from us to resell them pursuant to Rule 144A or any other available exemption under the Securities Act,
	cannot rely on the position of the SEC staff expressed in the no-action letters described above and, in the absence of an exemption, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale of the new notes.
Expiration of Exchange Offer	The exchange offer will expire at 5:00 p.m., New York City time, on                         2003, unless we decide to extend the expiration date.
Withdrawal Rights	You may withdraw the tender of your old notes at any time prior to 5:00 p.m., New York City time, on the expiration date.
Accrued Interest on the New Notes and the Old Notes	The new notes will bear interest from the most recent date to which interest has been paid on the old notes or, if no interest has been paid on the old notes, from October 8, 2003.
Conditions to the Exchange Offer	The exchange offer is subject to customary conditions, some of which we may waive. See "The Exchange Offer — Conditions to the Exchange Offer."
Procedures for Tendering Old Notes	If you wish to exchange your old notes for new notes pursuant to the exchange offer, you must complete, sign and date the letter of transmittal according to the instructions contained in this prospectus and the letter of transmittal. You must also mail or otherwise deliver the letter of transmittal, together with your old notes and any other required documents, to the exchange agent at the address set forth on the cover of the letter of transmittal. If you hold old notes through the Depository Trust Company, or DTC, and wish to participate in the exchange offer, you must comply with the Automated Tender Offer Program procedures of DTC, by which you will agree to be bound by the letter of transmittal.

4

	By signing or agreeing to be bound by the letter of transmittal, you will represent to us that, among other things:
	•  you are acquiring the new notes in the ordinary course of business;
	•  you have no arrangement or understanding with any person to participate in the distribution of the new notes;
	•  if you are a broker-dealer that will receive new notes for your own account in exchange for old notes that were acquired as a result of market-making or other trading activities, you will deliver a prospectus, as required by law, in connection with any resale of the new notes; and
	•  you are not our "affiliate" as defined in Rule 405 under the Securities Act.
	See "The Exchange Offer — Procedures for Tendering Old Notes."
Special Procedures for Beneficial Owners	If you own a beneficial interest in old notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee or custodian, and you wish to tender your old notes in the exchange offer, you should contact the registered holder as soon as possible and instruct the registered holder to tender on your behalf.
Guaranteed Delivery Procedures	If you wish to tender your old notes and your old notes are not immediately available or you cannot deliver your old notes, the letter of transmittal or any other documents required by the letter of transmittal to the exchange agent or comply with the applicable procedures under DTC's Automated Tender Offer Program by the expiration date, you must tender your old notes pursuant to the guaranteed delivery procedures described in this prospectus under the heading "The Exchange Offer — Procedures for Tendering Old Notes — Guaranteed Delivery Procedures."
Consequences of Failure to Exchange the Old Notes for the New Notes	All unexchanged old notes will continue to be subject to transfer restrictions. In general, the old notes may not be offered or sold unless registered under the Securities Act or pursuant to an exemption from registration under the Securities Act and applicable state securities laws. Therefore, the market for secondary resales of any unexchanged old notes is likely to be minimal. Other than in connection with the exchange offer, we do not currently anticipate that we will register the old notes under the Securities Act.
Federal Income Tax Consequences	The exchange of the old notes for the new notes will generally not be a taxable event for U.S. federal income tax purposes. See "Certain Tax Considerations — Certain U.S. Federal Income Tax Considerations."

5

Use of Proceeds	We will not receive any cash proceeds from the issuance of the new notes in the exchange offer. We will pay all expenses incident to the exchange offer. See "Use of Proceeds" and "The Exchange Offer — Fees and Expenses."
Exchange Agent for Notes	Wells Fargo Bank Minnesota, N.A. is the exchange agent for the exchange offer.

6

The New Notes

The summary below describes the principal terms of the notes. Some of the terms and conditions described below are subject to important limitations and exceptions. The "Description of the Notes" section of this prospectus contains a more detailed description of the terms and conditions of the notes.

Issuer	Vidéotron Ltée.
Securities	US$335.0 million in principal amount of 67/8% Senior Notes due January 15, 2014.
Maturity	January 15, 2014.
Interest	Annual rate: 67/8%. Payment frequency: every six months on January 15 and July 15. First payment: July 15, 2004.
Ranking	The old notes are, and the new notes will be, unsecured senior obligations of Vidéotron Ltée. Accordingly, the old notes rank, and the new notes will rank:
	•  equally with all of our existing and future unsecured unsubordinated indebtedness;
	•  senior to all of our existing and future subordinated indebtedness;
	•  effectively subordinated to all of our existing and future secured indebtedness, to the extent of the assets securing such indebtedness; and
	•  structurally subordinated to all of the existing and future liabilities, including trade payables, of our subsidiaries that are not guarantors.
	After giving effect to the completion of the offering of the old notes and the transactions described under "— Transactions" and the application of their proceeds as described under "Use of Proceeds," as of September 30, 2003, we would have had $1,075.7 million of indebtedness, of which $473.2 million would have been senior secured debt, which includes US$75.6 million of indebtedness of subsidiaries that are not guarantors. These non-guarantor subsidiaries would have had no additional indebtedness to third parties and an additional $78.6 million of total liabilities (excluding inter-company liabilities). See "Capitalization."
Guarantees	The old notes are, and the new notes will be, guaranteed by certain of our existing and future subsidiaries on a senior unsecured basis.
	The guarantees will be general unsecured senior obligations of the guarantors. Accordingly, they will rank equally with all unsecured unsubordinated indebtedness of the guarantors, effectively subordinated to all secured indebtedness of the guarantors, to the extent of the assets securing such indebtedness, and senior to all future subordinated indebtedness of the guarantors.

7

Optional Redemption	We may redeem the notes, in whole or in part, at any time on or after January 15, 2009 at the redemption prices described in the section "Description of the Notes — Optional Redemption" plus accrued and unpaid interest.
	In addition, on or before January 15, 2007, we may redeem up to 35% of the principal amount of the notes with the net cash proceeds from certain equity offerings at the redemption price listed in the section "Description of the Notes — Optional Redemption."
Tax Redemption	We may also redeem the notes, in whole but not in part, at any time at 100% of the principal amount of the notes plus accrued and unpaid interest, if any, to the date of redemption in the event of changes affecting Canadian withholding taxes that would require us to pay "additional amounts" to holders of the notes. See "Description of the Notes — Redemption for Changes in Withholding Taxes" and "— Payment of Additional Amounts."
Change of Control	If we experience a change in control, we must offer to purchase the notes at 101% of the principal amount plus accrued and unpaid interest, if any, to the date of purchase.
Certain Covenants	The indenture governing the notes limits our ability and the ability of our restricted subsidiaries to:
	•  borrow money or sell preferred stock;
	•  create liens;
	•  pay dividends on or redeem or repurchase stock;
	•  make certain types of investments;
	•  sell stock in our restricted subsidiaries;
	•  restrict dividends or other payments from restricted subsidiaries;
	•  enter into transactions with affiliates;
	•  issue guarantees of debt; and
	•  sell assets or merge with other companies.
	These covenants contain important exceptions, limitations and qualifications. See "Description of the Notes."
Additional Amounts	Any payments made by us with respect to the notes will be made without withholding or deduction for Canadian taxes unless required by law. If we are required by law to withhold or deduct for Canadian taxes with respect to a payment to the holders of notes, we will pay the additional amount necessary so that the net amount received by the holders of notes after the withholding is not less than the amount that they would have received in the absence of the withholding. See "Description of the Notes — Payment of Additional Amounts."

8

Tax Consequences	For a discussion of the possible U.S. and Canadian federal income tax consequences of an investment in the new notes, see "Certain Tax Considerations." You should consult your own tax advisor to determine the federal, state, provincial, local and other tax consequences of an investment in the new notes.
Use of Proceeds	We will not receive any cash proceeds from the issuance of the new notes in the exchange offer. See "Use of Proceeds."
Absence of an Established Market for the New Notes	The old notes are presently eligible for trading in the PORTAL market. The new notes, however, are a new issue of securities, and currently there is no market for them. We do not intend to apply for the new notes to be listed on any securities exchange or to arrange for any quotation system to quote them. The initial purchasers have advised us that they intend to make a market for the new notes, but they are not obligated to do so. The initial purchasers may discontinue any market making in the new notes at any time in their sole discretion. Accordingly, we cannot assure you that a liquid market will develop for the new notes.

You should refer to "Risk Factors" for an explanation of certain risks of investing in the new notes.

9

Summary Combined Financial and Operating Data

        The following tables present financial information derived from our audited combined financial statements for the years ended December 31, 2000, 2001 and 2002, and from our unaudited interim combined financial statements for the nine months ended September 30, 2002 and 2003, that are included in this prospectus. Combined balance sheet data as at December 31, 2000 presented in the tables below have been derived from our unaudited combined balance sheet not included in this prospectus. In the opinion of management, our unaudited interim combined financial statements for the nine months ended September 30, 2002 and 2003 include all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the financial results for such periods. Interim results are not necessarily indicative of the results which may be expected for any other interim period or for a full year. The information presented below the caption "Operating Data" is not derived from our combined financial statements. The information presented below the caption "Other Financial Data and Ratios" is unaudited except for cash flows and capital expenditures for the years ended December 31, 2000, 2001 and 2002. All information contained in the following tables should be read together with our combined financial statements, the notes related to those financial statements and the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations."

        Our combined financial statements have been prepared in accordance with Canadian GAAP. For a discussion of the principal differences between Canadian GAAP and U.S. GAAP, see note 21 to our audited combined financial statements for the years ended December 31, 2000, 2001 and 2002 and note 12 to our unaudited combined financial statements for the nine months ended September 30, 2002 and 2003 included elsewhere in this prospectus.

10

			Year Ended December 31,									Nine Months Ended September 30,
			2000			2001			2002			2002			2003
												(unaudited)
			(dollars in thousands, except for ARPU)
Statement of Operations Data:
Operating revenues:
	Cable television		$	596,223		$	607,942		$	579,200		$	436,757		$	418,383
	Internet access			60,112			99,629			135,514			96,276			133,033
	Video stores			32,053			35,155			35,344			25,916			28,267
	Other			6,745			6,468			5,325			4,046			3,456
		Total operating revenues		695,133			749,194			755,383			562,995			583,139
Direct costs				184,305			198,212			211,318			158,845			147,217
Operating and administrative expenses				267,382			269,978			278,320			214,482			207,753
Depreciation and amortization				128,015			132,906			139,505			100,643			104,954
Operating income				115,431			148,098			126,240			89,025			123,215
Financial expenses				54,842			98,831			75,832			54,578			34,185
Other items(1)				99,205			98,046			25,000			—			(2,500	)
Income taxes				(22,615	)		(10,042	)		8,423			11,642			28,674
Non-controlling interest in a subsidiary				253			145			188			145			46
Amortization of goodwill(2)				13,397			13,331			—			—			—
Net income (loss)(2)			$	(29,651	)	$	(52,213	)	$	16,797		$	22,660		$	62,810
Balance Sheet Data (at period end):
Cash and cash equivalents			$	195		$	80,935		$	15,881		$	78,270		$	816
Total assets				1,718,813			1,758,153			1,702,856			1,820,173			1,543,351
Total debt (excluding QMI subordinated loan)(3)(4)				950,843			1,310,179			1,119,625			1,253,577			884,108
QMI subordinated loan(4)				—			—			—			—			150,000
Shareholder's equity(3)				315,212			(310,172	)		(314,627	)		(282,365	)		112,219
Other Financial Data:
EBITDA(5)(6)			$	243,446		$	281,004		$	265,745		$	189,668		$	228,169
	EBITDA margin(5)(6)			35.0	%		37.5	%		35.2	%		33.7	%		39.1	%
Cash flows from operating activities			$	104,274		$	216,616		$	225,823		$	110,636		$	82,650
Cash flows from investing activities				(118,139	)		(143,916	)		(121,927	)		(89,763	)		(70,768	)
Cash flows from financing activities				9,800			5,327			(159,372	)		(29,304	)		(31,870	)
Capital expenditures(7)				341,308			144,361			122,056			89,994			70,514
Cash interest expense(8)				66,906			85,529			76,416			57,404			49,137
Ratio of total debt (excluding QMI subordinated loan) to EBITDA(3)(4)(5)(9)				3.9	x		4.7	x		4.2	x		5.0	x		2.9	x
Ratio of EBITDA to cash interest expense(5)(8)				3.6	x		3.3	x		3.5	x		3.3	x		4.6	x
Operating Data (unaudited):
Homes passed(10)				2,324,940			2,330,648			2,329,023			2,316,000			2,344,149
Basic customers(11)				1,559,446			1,519,172			1,440,184			1,455,531			1,422,965
	Basic penetration(12)			67.1	%		65.2	%		61.8	%		62.8	%		60.7	%
Digital customers				80,749			114,178			170,729			155,542			213,203
	Digital penetration(13)			5.2	%		7.5	%		11.9	%		10.7	%		15.0	%
High-speed Internet customers				140,302			228,328			305,054			281,270			378,525
	High-speed Internet penetration(12)			6.0	%		9.8	%		13.1	%		12.1	%		16.1	%
ARPU(14)			$	35.14		$	38.33		$	40.44		$	39.98		$	43.01

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			Year Ended December 31,						Nine Months Ended September 30,
			2001			2002			2002			2003
									(unaudited)
			(dollars in thousands)
AMOUNTS UNDER U.S. GAAP
Statement of Operations Data:
Operating revenues:
	Cable television		$	607,942		$	579,200		$	436,757		$	418,383
	Internet access			99,629			135,514			96,276			133,033
	Video stores			35,155			35,344			25,916			28,267
	Other			22,728			30,743			23,955			16,094
		Total operating revenues		765,454			780,801			582,904			595,777
Direct costs				227,800			267,247			199,188			183,440
Operating and administrative expenses				281,833			285,004			220,505			212,609
Depreciation and amortization				141,210			135,953			101,392			95,096
Operating income				114,611			92,597			61,819			104,632
Financial expenses				128,504			72,494			50,019			24,326
Other items(1)				3,807			606			—			—
Income taxes				(2,827	)		5,740			2,721			22,599
Non-controlling interest in a subsidiary				145			188			145			46
Amortization of goodwill(2)				119,142			2,004,000			1,936,000			—
Net income (loss)(2)			$	(134,160	)	$	(1,990,431	)	$	(1,927,066	)	$	57,661
Balance Sheet Data (at period end):
Cash and cash equivalents			$	80,935		$	15,881		$	78,270		$	816
Total assets				6,137,269			4,042,995			4,236,331			3,877,636
Total debt (excluding QMI subordinated loan)(3)(4)				1,310,179			1,119,625			1,253,577			884,108
QMI subordinated loan(4)				—			—			—			150,000
Shareholder's equity(3)				3,975,892			1,964,209			2,057,615			2,385,906
Other Financial Data:
EBITDA(5)(6)			$	255,821		$	228,550			163,211			199,728
	EBITDA margin(5)(6)			33.4	%		29.3	%		28,0	%		33,5	%
Cash flows from operating activities			$	203,056		$	189,371		$	84,089		$	54,209
Cash flows from investing activities				(130,356	)		(172,295	)		(63,216	)		(42,171	)
Cash flows from financing activities				5,327			(72,552	)		(29,304	)		(32,026	)
Capital expenditures(7)				118,401			83,516			72,934			55,149

(1)

Following the acquisition of us by Quebecor Media in 2000, our former employees exercised in-the-money options and we introduced a restructuring program in 2001. Other items for the year ended December 31, 2000 consisted primarily of payments made to our employees under our employee stock option plan and a restructuring provision. In 2001, our residential Internet protocol telephony project was suspended, and other items for the year ended December 31, 2001 consisted primarily of the write-off of fixed assets and deferred charges related to that project. In 2002, in connection with the renegotiation of two of our collective bargaining agreements, we put in place a second restructuring initiative resulting in a reduction of 300 employees, and other items consisted primarily of severance costs relating to this restructuring.

(2)

Effective January 1, 2002, we implemented Canadian Institute of Chartered Accountants Handbook Section 3062, Goodwill and Other Intangible Assets and its US equivalent, FAS 142. The new standards require that goodwill and intangible assets with indefinite lives no longer be amortized, but instead be tested for impairment at least annually. At January 1, 2002, we had unamortized goodwill in the amount of $432.3 million under Canadian GAAP and $4,666.9 million under U.S. GAAP, which is no longer being amortized. This change in accounting policy is not applied retroactively and the amounts presented for the prior periods have not been restated for this change. If this change in accounting policy were applied to the reported combined statements of

12

operations for the prior periods, the impact of the change, in respect of goodwill and intangible assets with indefinite useful lives not being amortized, would be as follows:

	Year Ended December 31,
	2000			2001
	(dollars in thousands)
Net loss	$	(29,651	)	$	(52,213	)
Goodwill amortization		13,397			13,331
Net loss before goodwill amortization	$	(16,254	)	$	(38,882	)
AMOUNTS UNDER U.S. GAAP
Net loss				$	(134,160	)
Goodwill amortization					119,142
Net loss before goodwill amortization				$	(15,018	)

(3)

Total debt (excluding QMI subordinated loan) for us means long-term debt, bank overdrafts and a promissory note payable to a company under common control less the QMI subordinated loan, and it does not include the retractable preferred shares held by Quebecor Media. The retraction price of the retractable preferred shares was $337.2 million as of December 31, 2001 and $369.7 million as of September 30, 2002 and December 31, 2002. During the nine months ended September 30, 2003, $364.0 million of the retractable preferred shares were converted into our common shares. The excess of the retraction price of the preferred shares over the stated capital converted into common shares was credited to our contributed surplus account in an amount of $301.1 million. The outstanding amount of retractable preferred shares as of September 30, 2003 was $5.6 million. See the reconciliation of total debt (excluding QMI subordinated loan) to long-term debt in note 5 under "Selected Combined Financial and Operating Data."

(4)

QMI subordinated loan refers to the subordinated loan due 2015 we entered into in favor of Quebecor Media. On October 8, 2003, the terms of this subordinated loan were amended such that interest throughout the term of the loan is payable in cash at our option. The QMI subordinated loan has been excluded from total debt because, under the terms of the notes, all payments on this loan are restricted payments treated in the same manner as dividends on our common shares. The QMI subordinated loan is reflected as long-term debt on our combined balance sheet. As at September 30, 2003, our total long-term debt was $1,034.1 million.

(5)

EBITDA for us means earnings before depreciation and amortization, financial expenses, other items (consisting primarily of restructuring charges), income taxes, share in the results of a company subject to significant influence, non-controlling interest in a subsidiary and goodwill amortization. EBITDA is not intended to be a measure that should be regarded as an alternative to other financial operating performance measures. EBITDA should not be considered in isolation as a substitute for measures of performance prepared in accordance with U.S. GAAP or Canadian GAAP. EBITDA is included in this prospectus because we believe that EBITDA is a meaningful measure of performance commonly used in the cable industry and by the investment community to analyze and compare companies. Our definition of EBITDA may not be identical to similarly titled measures reported by other companies. EBITDA margin is EBITDA as a percentage of operating revenues. See the reconciliation of EBITDA to net income (loss) in note 6 under "Selected Combined Financial and Operating Data."

(6)

EBITDA based on U.S. GAAP is lower than EBITDA based on Canadian GAAP primarily as a result of three material differences between GAAP in the United States and GAAP in Canada. Under U.S. GAAP, (i) the cost of subsidies granted to customers on equipment sold, (ii) the costs of reconnecting customers, and (iii) certain development and pre-operating costs, are expensed as incurred. Under Canadian GAAP, these costs are capitalized or deferred and then amortized.

(7)

Capital expenditures is comprised of acquisition of fixed assets and change in deferred charges.

(8)

Cash interest expense for us means financial expenses excluding interest income, gain (loss) on foreign denominated short-term monetary items, gain (loss) on foreign denominated debt, amortization of debt premium, write-off and amortization of deferred financing costs, interest income (expenses) from/to affiliated companies, interest on the QMI subordinated loan, and interest capitalized to fixed assets.

(9)

Ratio of total debt (excluding QMI subordinated loan) to EBITDA for the nine months ended September 30, 2002 and 2003 is based on annualized EBITDA for the nine months ended September 30, 2002 and 2003, respectively. See note 10 under "Selected Combined Financial and Operating Data" for ratio of total debt to EBITDA for the nine months ended September 30, 2003.

(10)

"Homes passed" means the number of residential premises, such as single dwelling units or multiple dwelling units, passed by the cable television distribution network in a given cable system service area in which the programming services are offered.

(11)

Basic customers are customers who receive basic cable television service in either analog or digital mode.

(12)

Represents customers as a percentage of total homes passed.

(13)

Represents customers as a percentage of basic customers.

(14)

Average monthly revenue per user, or ARPU, is an industry term that we use to measure our average cable and Internet revenue per month per basic cable customer. ARPU is not a measurement under Canadian GAAP or U.S. GAAP, and our definition and calculation of ARPU may not be the same as identically titled measures reported by other companies. We calculate ARPU by dividing our combined cable television and Internet-access revenues for the applicable nine-month or twelve-month period by the average number of our basic cable customers during the applicable period, and then dividing the resulting amount by the number of months in the applicable period.

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RISK FACTORS

An investment in the new notes involves risk. You should consider carefully the risks described below as well as the other information and data included in this prospectus before deciding to invest in the new notes.

Risks Relating to the Notes

If you do not properly tender your old notes, you will not receive new notes in the exchange offer, and you may not be able to sell your old notes.

        We registered the new notes, but not the old notes, under the Securities Act. We will only issue new notes in exchange for old notes that are timely received by the exchange agent, together with all required documents, including a properly completed and duly signed letter of transmittal. Therefore, you should allow sufficient time to ensure timely delivery of the old notes, and you should carefully follow the instructions on how to tender your old notes.

        Neither we nor the exchange agent is required to tell you of any defects or irregularities with respect to your tender of the old notes. If you do not tender your old notes or if we do not accept your old notes because you did not tender your old notes properly, then, after we consummate the exchange offer, you will continue to hold old notes that are subject to the existing transfer restrictions. In general, you may not offer or sell the old notes unless they are registered under the Securities Act or offered or sold in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and applicable state securities laws.

        Although we may in the future seek to acquire unexchanged old notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise, we have no present plans to acquire any unexchanged old notes or to file with the SEC a shelf registration statement to permit resales of any unexchanged old notes. In addition, holders who do not tender their old notes, except for initial purchasers or holders of old notes who are prohibited by applicable law or SEC policy from participating in the exchange offer or may not resell the new notes acquired in the exchange offer without delivering a prospectus and this prospectus is not appropriate or available for such resales by such holders, will not have any further registration rights and will not have the right to receive special interest on their old notes.

The market for the old notes may be significantly more limited after the exchange offer.

        Because we anticipate that most holders of old notes will elect to exchange their old notes, we expect that the liquidity of the market for any old notes remaining after the completion of the exchange offer may be substantially limited. Any old notes tendered and exchanged in the exchange offer will reduce the aggregate principal amount of the old notes outstanding. Accordingly, the liquidity of the market for any old notes could be adversely affected and you may be unable to sell them. The extent of the market for the old notes and the availability of price quotations would depend on a number of factors, including the number of holders of old notes remaining outstanding and the interest of securities firms in maintaining a market in the old notes. An issue of securities with a smaller number of units available for trading may command a lower, and more volatile, price than would a comparable issue of securities with a larger number of units available for trading. Therefore, the market price for the old notes that are not exchanged may be lower and more volatile as a result of the reduction in the aggregate principal amount of the old notes outstanding.

Our substantial indebtedness and significant interest payment requirements could adversely affect our financial condition and prevent us from fulfilling our obligations under the notes.

        We have a substantial amount of indebtedness, which could have significant consequences, including the following:

•

make it more difficult for us to satisfy our obligations with respect to the notes;

14

•

increase our vulnerability to general adverse economic and industry conditions;



•

require us to dedicate a substantial portion of our cash flow from operations to making interest and principal payments on our indebtedness;



•

limit our ability to fund capital expenditures, working capital and other general corporate purposes;



•

limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;



•

place us at a competitive disadvantage compared to our competitors that have less debt; and



•

limit our ability to borrow additional funds on commercially reasonable terms, if at all.

We will need a significant amount of cash to service our debt. Our ability to generate cash depends on many factors beyond our control.

        Our ability to meet our debt service requirements, including those with respect to the notes, will depend on our ability to generate cash in the future. Our ability to generate cash depends on many factors beyond our control, such as competition and general economic conditions. In addition, our ability to borrow funds in the future to make payments on our debt will depend on our satisfaction of the covenants in our credit facilities and our other debt agreements, including the indenture governing the notes, and other agreements that we may enter into in the future. We cannot assure you that we will generate sufficient cash flow from operations or that future distributions will be available to us in amounts sufficient to pay our indebtedness, including the notes, or to fund our other liquidity needs. If we are unable to generate sufficient cash flow to meet our debt service requirements, we may have to renegotiate the terms of our debt or obtain additional financing. We cannot assure you that we will be able to refinance any of our debt, including our credit facilities or the notes, or obtain additional financing on commercially reasonable terms, if at all.

Restrictive covenants in our debt instruments may reduce our operating and financial flexibility, which may prevent us from capitalizing on business opportunities.

        The terms of our credit facilities and the indenture contain a number of operating and financial covenants restricting our ability to, among other things:

•

incur additional debt, including guarantees by our restricted subsidiaries;



•

pay dividends and make restricted payments;



•

create liens;



•

use the proceeds from sales of assets and subsidiary stock;



•

create or permit restrictions on the ability of our restricted subsidiaries to pay dividends or make other distributions to us;



•

enter into transactions with affiliates;



•

enter into sale and leaseback transactions; and



•

consolidate or merge or sell all or substantially all of our assets.

        In addition, our ability to comply with covenants contained in the indenture, our credit facilities and the agreements governing other debt to which we are or may become a party may be affected by events beyond our control, including prevailing economic, financial and industry conditions. Our failure to comply with these covenants could result in an event of default which, if not cured or waived, could result in an acceleration of our debt and cross-defaults under our other debt, which could require us to repay or repurchase debt prior to the date it would otherwise be due, which could adversely affect our financial condition. Acceleration of any debt outstanding under our credit facilities or any of our other debt could

15

prevent us from making interest and principal payments on the notes. Even if we are able to comply with all applicable covenants, the restrictions on our ability to manage our business in our sole discretion could adversely affect our business by, among other things, limiting our ability to take advantage of financings, mergers, acquisitions and other corporate opportunities that we believe would be beneficial to us.

Although these notes are referred to as "senior notes," they will be effectively subordinated to our and the guarantors' secured indebtedness.

        Like the old notes, and each guarantee of the old notes, the new notes, and each guarantee of the new notes, will be unsecured and therefore will be effectively subordinated to any secured indebtedness we, or the relevant guarantor, may incur to the extent of the assets securing such indebtedness. In the event of a bankruptcy or similar proceeding involving us or a guarantor, the assets which serve as collateral for any secured indebtedness will be available to satisfy the obligations under the secured indebtedness before any payments are made on the notes. After giving effect to the completion of the offering of the old notes and the transactions described under "Summary — The Transactions" and the application of their proceeds as described under "Use of Proceeds," as of September 30, 2003, we would have had $1,075.7 million of debt outstanding, $473.2 million of which would have been senior secured debt, which includes US$75.6 million of secured debt under the CF Cable notes. The old notes are, and the new notes will be, effectively subordinated to any borrowings under our credit facilities. See "Description of Certain Indebtedness."

Not all of our subsidiaries will guarantee our obligations under the notes, and the assets of our subsidiaries that do not guarantee the notes may not be available to make payments on the notes.

        The guarantors of the notes do not, and will not, include all of our subsidiaries. Payments on the notes are only required to be made by us and the guarantors. As a result, no payments are required to be made from assets of subsidiaries that do no guarantee the notes, unless those assets are transferred by dividend or otherwise to us or a guarantor. Initially, neither our wholly-owned subsidiary CF Cable, nor its wholly-owned subsidiary, Videotron Regional, will guarantee the notes until the termination of the indenture governing the CF Cable notes. Until CF Cable and Videotron Regional guarantee the notes, the notes will rank effectively behind the liabilities of CF Cable and Videotron Regional, including the CF Cable notes. This means that CF Cable and its subsidiaries must pay their creditors, including the holders of the CF Cable notes, in full before their assets are available to us to pay you. As of September 30, 2003, the aggregate amount of liabilities (including the CF Cable notes and trade payables but excluding inter-company liabilities) of CF Cable and its subsidiaries was $180.7 million.

        In the event of a bankruptcy, liquidation or reorganization of any of the subsidiaries that do not guarantee the notes, holders of their liabilities, including their trade creditors, will be entitled to payment of their claims from the assets of those subsidiaries before any assets of these subsidiaries are made available for distribution on us. As a result, the old notes are, and the new notes will be, effectively subordinated to all debt and other liabilities of the subsidiaries that do not guarantee the notes. As of September 30, 2003, the total liabilities of those of our subsidiaries that do not guarantee the notes, excluding inter-company liabilities, were $194.1 million.

We may still be able to incur substantially more debt, which could increase the risks described above.

        The terms of our credit facilities and the indenture do not fully prohibit us or our subsidiaries from incurring additional debt. After giving effect to the completion of the offering of the old notes and the transactions described under "Summary — The Transactions" and the application of their proceeds as described under "Use of Proceeds," as of September 30, 2003, we would have had $100.0 million available for additional borrowings under our credit facilities. We may be able to incur substantial additional debt in the future. If we do so, the risks described above could be greater.

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We depend, to a certain extent, on our subsidiaries for cash needed to service our obligations under the notes.

        For the year ended December 31, 2002, our subsidiaries generated approximately 45% of our revenues (before inter-company eliminations) and held approximately 44% of our consolidated total assets. We need the cash generated by our subsidiaries from their operations and their borrowings to service our obligations, including the notes. Our subsidiaries are not obligated to make funds available to us.

        Our subsidiaries' ability to make payments to us will depend upon their operating results and will also be subject to applicable laws and contractual restrictions. For example, the terms of the indenture governing the CF Cable notes contain a number of operating and financial covenants that restrict CF Cable's ability to, among other things, pay dividends and make restricted payments to us. In addition, some of our subsidiaries may, in the future, become subject to loan agreements and indentures that restrict sales of assets and prohibit or significantly restrict the payment of dividends or the making of distributions, loans or advances to shareholders and partners. The indenture governing the notes permits our subsidiaries to incur debt with similar prohibitions and restrictions.

We may not be able to finance a change of control offer as required by the indenture because we may not have sufficient funds at the time of the change of control or our credit facilities may not allow the repurchases.

        If we were to experience a change of control as described below under the section "Description of the Notes — Repurchase at the Option of Holders — Change of Control," we would be required to make an offer to purchase all of the notes then outstanding at 101.0% of the principal amount plus accrued and unpaid interest, if any, to the date of purchase. However, we may not have sufficient funds at the time of the change of control to make the required repurchase of the notes.

        In addition, under our credit facilities, a change of control would be an event of default. Any future credit agreement or other agreements relating to our senior indebtedness to which we become a party may contain similar provisions. Our failure to purchase the notes upon a change of control under the indenture would constitute an event of default under the indenture. This default would, in turn, constitute an event of default under our credit facilities and may constitute an event of default under future senior indebtedness, any of which may cause the related debt to be accelerated after the expiry of any applicable notice or grace periods. If debt were to be accelerated, we may not have sufficient funds to repurchase the notes and repay the debt.

Canadian bankruptcy and insolvency laws may impair the trustee's ability to enforce remedies under the notes.

        The rights of the trustee who represents the holders of the notes to enforce remedies could be delayed by the restructuring provisions of applicable Canadian federal bankruptcy, insolvency and other restructuring legislation if the benefit of such legislation is sought with respect to us. For example, both the Bankruptcy and Insolvency Act (Canada) and the Companies' Creditors Arrangement Act (Canada) contain provisions enabling an insolvent person to obtain a stay of proceedings against its creditors and to file a proposal to be voted on by the various classes of its affected creditors. A restructuring proposal, if accepted by the requisite majorities of each affected class of creditors, and if approved by the relevant Canadian court, would be binding on all creditors within each affected class, including those creditors that did not vote to accept the proposal. Moreover, this legislation, in certain instances, permits the insolvent debtor to retain possession and administration of its property, subject to court oversight, even though it may be in default under the applicable debt instrument, during the period that the stay against proceedings remains in place.

        The powers of the court under the Bankruptcy and Insolvency Act (Canada), and particularly under the Companies' Creditors Arrangement Act (Canada), have been interpreted and exercised broadly so as to protect a restructuring entity from actions taken by creditors and other parties. Accordingly, we cannot predict whether payments under the notes would be made during any proceedings in bankruptcy, insolvency or other restructuring, whether or when the trustee could exercise its rights under the indenture governing the notes or

17

whether and to what extent holders of the notes would be compensated for any delays in payment, if any, of principal, interest and costs, including the fees and disbursements of the trustee.

An active trading market for the new notes may not develop.

        There is currently no public market for the new notes. The new notes are a new issue of securities with no existing trading market. We do not intend to have the new notes listed on a national securities exchange. We have been informed by the initial purchasers that they currently intend to make a market in the new notes. However, they are under no obligation to do so, and, if they do make a market in the new notes, they may cease their market-making activities at any time without notice. Accordingly, we cannot assure you of the liquidity of the market for the new notes or the prices at which you may be able to sell the new notes.

        In addition, the market for non-investment grade debt has historically been subject to disruptions that have caused volatility in prices. It is possible that the market for the new notes will be subject to disruptions. Any such disruptions may have a negative effect on your ability to sell the new notes regardless of our prospects and financial performance.

Non-U.S. holders of the notes are subject to restrictions on the resale of the notes.

        We sold the old notes in reliance on exemptions from applicable Canadian provincial securities laws and the laws of other jurisdictions where the old notes were offered and sold, and therefore the old notes may be transferred and resold only in compliance with the laws of those jurisdictions to the extent applicable to the transaction, the transferor and/or the transferee. Although we registered the new notes under the Securities Act, we did not, and we do not intend to, qualify the new notes by prospectus in Canada, and, accordingly, the new notes will remain subject to restrictions on resale in Canada. In addition, non-U.S. holders will remain subject to restrictions imposed by the jurisdiction in which the holder is resident. See "The Exchange Offer — Resale of the New Notes" and "Notice to Canadian Investors."

Applicable statutes allow courts, under specific circumstances, to void the guarantees of the notes provided by certain of our subsidiaries.

        Our creditors or the creditors of one or more guarantors of the notes could challenge the guarantees as fraudulent transfers, conveyances or preferences or on other grounds under applicable U.S. federal or state law or applicable Canadian federal or provincial law. While the relevant laws vary from one jurisdiction to another, the entering into of the guarantees by certain of our subsidiaries could be found to be a fraudulent transfer, conveyance or preference or otherwise void if a court were to determine that:

•

a guarantor delivered its guarantee with the intent to defeat, hinder, delay or defraud its existing or future creditors;



•

the guarantor did not receive fair consideration for the delivery of the guarantee; or



•

the guarantor was insolvent at the time it delivered the guarantee.

        To the extent a court voids a guarantee as a fraudulent transfer, preference or conveyance or holds it unenforceable for any other reason, holders of notes would cease to have any direct claim against the guarantor that delivered a guarantee. If a court were to take this action, the guarantor's assets would be applied first to satisfy the guarantor's liabilities, including trade payables and preferred stock claims, if any, before any portion of its assets could be distributed to us to be applied to the payment of the notes. We cannot assure you that a guarantor's remaining assets would be sufficient to satisfy the claims of the holders of notes relating to any voided portions of the guarantees.

        In addition, the corporate statutes governing the guarantors of the notes may also have provisions that serve to protect each guarantor's creditors from impairment of its capital from financial assistance given to its corporate insiders where there are reasonable grounds to believe that, as a consequence of this financial

18

assistance, the guarantor would be insolvent or the book value, or in some cases the realizable value, of its assets would be less than the sum of its liabilities and its issued and paid-up share capital. While the applicable corporate laws may not prohibit financial assistance transactions and a corporation is generally permitted flexibility in its financial dealings, the applicable corporate laws may place restrictions on each guarantor's ability to give financial assistance in certain circumstances.

U.S. investors in the notes may have difficulties enforcing certain civil liabilities.

        We are governed by the laws of the Province of Québec. Moreover, substantially all of our directors, controlling persons and officers, as well as some of the experts named in this prospectus, are residents of Canada or other jurisdictions outside of the United States and a substantial portion of our assets and their assets are located outside of the United States. As a result, it may be difficult for holders of notes to effect service of process upon us or such persons within the United States or to enforce against us or them in the United States, judgments of courts of the United States predicated upon the civil liability provisions of the U.S. federal or state securities laws or other laws of the United States. In addition, we have been advised by our Canadian counsel that there is doubt as to the enforceability in Canada of liabilities predicated solely upon U.S. federal or state securities law against us, our directors, controlling persons and officers and the experts named in this prospectus who are not residents of the United States, in original actions or in actions for enforcements of judgments of U.S. courts.

Risks Relating to Our Business

We may not successfully implement our business and operating strategies.

        Our business and operating strategies include maximizing customer satisfaction, launching and deploying additional value-added products and services, maintaining our advanced broadband network, reducing costs and improving operating efficiency, and further integrating our operations within the Quebecor Media group of companies. We may not be able to fully implement these strategies or realize their anticipated results. Implementation of these strategies could also be affected by a number of factors, some of which are beyond our control, such as operating difficulties, increased operating costs or capital expenditures, regulatory developments, general or local economic conditions or increased competition. Any material failure to implement our strategies could have a material adverse effect on our business, financial condition and operating results and on our ability to meet our obligations, including our ability to service our indebtedness.

We operate in highly competitive industries.

        In our cable operations, we compete against direct broadcast satellite, or DBS, providers, multi-channel multipoint distribution systems, or MDS, satellite master antenna television systems and over-air television broadcasters. We also face competition from illegal providers of cable television services or pirate systems that enable customers to access programming services from U.S. and Canadian DBS without paying any fee. In our Internet access business, we compete against other Internet service providers offering residential and commercial Internet access services. Competitors in the video rental industry include other video stores, video-on-demand services, television and other alternative entertainment media. We cannot assure you that our existing and future competitors will not pursue or be capable of achieving business strategies similar to or competitive with ours. Some of our competitors have greater financial and other resources than we do. We may not be able to compete successfully in the future against existing or potential competitors, and increased competition could have a material adverse effect on our business, financial condition or results of operations.

We compete and will continue to compete with alternative technologies, and we may be required to invest a significant amount of capital to address continued technological development.

        The cable and Internet access industries are experiencing rapid and significant technological changes, which may result in alternative means of transmission and which could have a material adverse effect on our

19

business, financial condition or results of operations. Further, industry regulators have authorized direct-to-home satellite, or DTH, microwave services, and may authorize other alternative methods of transmitting television and other content with improved speed and quality. We may not be able to successfully compete with existing or newly developed alternative technologies or may be required to acquire, develop or integrate new technologies ourselves. The cost of the acquisition, development or implementation of new technologies could be significant and our ability to fund such implementation may be limited and could have a material adverse effect on our ability to successfully compete in the future.

We may not be able to obtain additional capital to continue the development of our business.

        Our business has required substantial capital for the upgrade, expansion and maintenance of our network and the launch and expansion of new or additional services. While we have substantially completed our network modernization program, if there is accelerated growth in our digital cable and data customers, or if we decide to introduce new advanced services, such as high definition television, or HDTV, or if the cost of providing these services increases, we may need to make unplanned additional capital expenditures. We may not be able to obtain the funds necessary to finance our capital improvement program or any additional capital requirements through internally generated funds, additional borrowings or other sources. If we are unable to obtain these funds, we would not be able to implement our business strategy and our results of operations would be adversely affected.

Our financial performance will be materially adversely affected if we cannot continue to distribute a wide range of television programming on reasonable terms.

        The financial performance of our cable service business depends in large part on our ability to distribute a wide range of appealing, conveniently-scheduled television programming at reasonable rates. We obtain television programming from suppliers pursuant to programming contracts. We cannot assure you that we will be able to maintain key programming contracts or continue to pay reasonable rates for television programming. Loss of programming contracts may have a material adverse effect on our results of operations because the quality and amount of television programming offered by us affect the attractiveness of our services to customers and, accordingly, the prices we can charge. Programming costs represent our single largest expense item, and the cost of television programming may increase in the future. If we cannot pass on such increases, if any, to our customers, then these increased costs may have a material adverse effect on our results of operations.

We depend on third-party suppliers and providers for services and other items critical to our operations.

        We depend on third-party suppliers and providers for services and other items that are critical to our operations, including set-top converter boxes, servers and routers, fiber-optic cable, telephone circuits, inter-city links, software, the "backbone" telecommunications network for our Internet access service and construction services for expansion and upgrades of our network. For example, in multi-dwelling buildings, we require cable owned and leased to us by a related party to connect our cable to the units in the building. If that party were no longer willing or able to provide this service to us, we would be unable to deliver our products and services to customers in those buildings. These services and items are available from a limited number of suppliers. If no suppliers can provide us with set-top converter boxes that comply with evolving Internet and telecommunications standards or that are compatible with our other equipment and software, our business, financial condition and results of operations could be materially adversely affected. In addition, if we are unable to obtain critical equipment, software, services or other items on a timely basis and at an acceptable cost, our ability to offer our products and services and roll out our advanced services may be delayed, and our business, financial condition and results of operations could be materially adversely affected.

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We are subject to extensive government regulation. Changes in government regulation could adversely affect our business, financial condition or results of operations.

        Broadcasting operations are generally subject to extensive government regulation. Regulations govern the issuance, amendment, renewal, transfer, suspension, revocation and ownership of broadcasting programming and distribution licenses. With respect to distribution undertakings, regulations govern, among other matters, the distribution of Canadian and non-Canadian programming services and the maximum fees to be charged to the public in certain circumstances. In Canada, there are significant restrictions on the ability of foreign entities to own or control broadcasting undertakings. See "Business — Regulation — Ownership and Control of Canadian Broadcasting Undertakings."

        Our broadcasting distribution and Internet access service operations are regulated respectively by the Broadcasting Act (Canada) and the Telecommunications Act (Canada) and regulations thereunder. The Canadian Radio-television and Telecommunications Commission, or the CRTC, which administers the Broadcasting Act (Canada) and the Telecommunications Act (Canada), has the power to grant, amend, suspend, revoke and renew broadcasting distribution licenses, approve certain changes in corporate ownership and control, and make regulations and policies in accordance with the Broadcasting Act (Canada), subject to certain directions from the Federal Cabinet. We are also subject to technical requirements and performance standards for cable television systems under the Radiocommunication Act (Canada) administered by Industry Canada.

        Changes to the regulations and policies governing broadcast television, specialty or pay-television services and broadcasting distribution through cable or alternate means, the introduction of new regulations or policies or terms of license, could have a material adverse effect on our business, financial condition or operating results. For a more complete description of the regulatory environment affecting our business, see "Business — Regulation."

        At the present time, through an exemption order, the CRTC does not regulate the content of the Internet or interactive television and does not regulate broadcast distribution via the Internet. However, the CRTC has a policy of reviewing its exemption orders every five years.

The CRTC may not renew our existing broadcasting distribution licenses or grant us new licenses, either on acceptable terms or at all.

        Our CRTC broadcasting distribution licenses must be renewed from time to time, typically every seven years, and cannot be transferred without regulatory approval. Our inability to renew any of our licenses or acquire new interests or licenses on acceptable terms, or at all, could have a material adverse effect on our business, financial condition or operating results.

We are required to provide third-party Internet service providers with access to our cable systems, which may result in increased competition.

        We have been required by the CRTC to provide third-party Internet service providers with access to our cable systems at mandated wholesale rates. The CRTC has approved certain of the cost-based rates for our third-party Internet access service. As of the date of this prospectus, no third parties have been provided with access through interconnection as technical interconnection procedures and conditions remain to be determined by the CRTC. Until access through interconnection is provided to third-party Internet service providers to the underlying telecommunications facilities used to provide Internet service, the CRTC is requiring us and other incumbent cable carriers to allow third-party retail Internet service providers to resell their retail high-speed Internet services at a discount of 25% off the lowest retail Internet service rate charged by such cable carriers to their cable customers during a one-month period. As a result of this requirement, we may experience increased competition for retail high-speed Internet customers. In addition, because our resale rates are regulated by the CRTC, we could be limited in our ability to recover our costs associated with providing this access.

21

We may have to support increasing costs in securing access to support structures needed for our network.

        We require access to the support structures of hydro-electric and telephone utilities and to municipal rights of way to deploy our cable network. Where access cannot be secured, we may apply to the CRTC to obtain a right of access under the Telecommunications Act (Canada). However, the CRTC's jurisdiction to establish the terms and conditions of access to the support structure of hydro-electric utilities has been challenged in the courts. In a recent decision of the Supreme Court of Canada, it was held that the CRTC does not have the jurisdiction to establish the terms and conditions of access to the support structure of hydro-electric utilities. As a result, our costs of obtaining access to support structures of hydro-electric companies could be substantially increased.

We serve our customers through a single clustered network, which may be more vulnerable to widespread disruption.

        We provide our cable products and services through a primary headend and eight regional headends in our single clustered network. This characteristic means that a failure in our primary headend could prevent us from delivering some of our products and services throughout our network until we have resolved the failure, which may result in significant customer dissatisfaction.

We are controlled by Quebecor Media.

        All of our issued and outstanding common shares are held by Quebecor Media. As a result, Quebecor Media controls our policies and operations. The interests of Quebecor Media, as our sole equity holder, may conflict with the interests of the holders of the notes.

        Also, Quebecor Media is a holding company with no significant assets other than its equity interests in its subsidiaries. Its principal source of cash needed to pay its own obligations is the cash that its subsidiaries generate from their operations and borrowings. We expect to pay dividends to Quebecor Media in the future subject to the terms of our indebtedness and applicable law. In addition, actions taken by Quebecor Media and its financial condition, matters over which we have no control, may affect us and the market for the notes. See "Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Payment of Dividends."

We depend on key personnel.

        Our success depends to a large extent upon the continued services of our senior management and our ability to retain skilled employees. There is intense competition for qualified management and skilled employees, and our failure to recruit, retain and train such employees could have a material adverse effect on our business, financial condition or operating results.

We may be adversely affected by strikes and other labor protests.

        Approximately 80% of our employees are unionized. We are currently a party to four collective bargaining agreements. One of these collective bargaining agreements (representing approximately 65 employees) has expired and is currently being negotiated for renewal. Our other collective bargaining agreements (representing approximately 1,600 employees) will expire on or after December 31, 2006.

        We have had significant labor disputes in the past, which have disrupted our operations, resulted in damages to our network and impaired our operating results. In April 2003, we settled an eleven-month labor dispute with 1,600 of our unionized employees. We cannot predict the outcome of any future negotiations relating to the renewal of our collective bargaining agreements, nor can we assure you that we will not experience work stoppages, strikes or other forms of labor protests pending the outcome of any future negotiations. Any strikes or other forms of labor protests in the future could disrupt our operations and have a material impact on our business, financial condition or operating results.

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We may be adversely affected by fluctuations of the exchange rate.

        Virtually all of our revenue and the majority of our expenses, other than interest payments on U.S. dollar-denominated debt, is received or denominated in Canadian dollars. After giving effect to the completion of the offering of the old notes and the transactions described under "Summary — The Transactions" and the application of their proceeds as described under "Use of Proceeds," as of September 30, 2003, all our indebtedness will be denominated, except for our revolving credit facility of $100.0 million and our new Term C loan of $368.1 million, and interest, principal and premium, if any, thereon, will be paid in U.S. dollars. As a result, we will be exposed to foreign currency exchange risk. We entered into transactions to hedge the exchange rate risk with respect to the notes and we may enter into similar transactions with respect to the CF Cable notes. However, such hedging transactions may not be successful, such that exchange rate fluctuations may impair our ability to make payments in respect of the notes. In addition, we may be required to provide cash or other collateral to secure our obligations with respect to any such hedging transactions. See "Management's Discussion and Analysis of Financial Condition and Results of Operations — Quantitative and Qualitative Disclosure about Market Risk" and "Description of Certain Indebtedness."

        For the purposes of financial reporting, any change in the value of the Canadian dollar against the U.S. dollar during a given financial reporting period would result in a foreign exchange gain or loss on the translation of any U.S. dollar-denominated debt into Canadian dollars. Consequently, our reported earnings and debt could fluctuate materially as a result of foreign exchange gains or losses.

We are subject to environmental regulations.

        We are subject to federal, provincial and municipal laws relating to protection of the environment. Our properties, and the areas surrounding our properties, may have had historic uses, or may have current uses, affecting our properties, which require further study or remedial measures. We cannot assure you that all our environmental liabilities have been determined. See "Business — Environment."

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USE OF PROCEEDS

        We will not receive any cash proceeds from the exchange offer. Because we are exchanging the new notes for the old notes, which have substantially identical terms, the issuance of the new notes will not result in any increase in our indebtedness. The exchange offer is intended to satisfy our obligations under the registration rights agreement. The proceeds from the offering of the old notes, net of commissions, expenses and discounts was US$323.1 million, or Cdn$436.4 million. We applied the net proceeds from the offering of the old notes, together with $368.1 million of borrowings under our Term C loan, to fully repay the outstanding balances under our credit facilities, to terminate our foreign currency swap relating to our Term B loan (which had been fully repaid) and for general corporate purposes.

        Prior to the closing of the offering of the old notes, our credit facilities consisted of a Term A-1 loan, a Term B loan and a revolving credit facility. Concurrently with the closing of the offering of the old notes, we amended the terms of our credit facilities to, among other things, provide for a Term C loan. In addition, we reduced our total borrowing capacity under our revolving credit facility by $50.0 million to $100.0 million. See "Description of Certain Indebtedness — Credit Facilities — General." The weighted average interest of our borrowings under our credit facilities at September 30, 2003 was 5.38%.

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CAPITALIZATION

        The following table presents our capitalization as of September 30, 2003 (i) on an actual basis, and (ii) as adjusted to give effect to the offering of the old notes and the transactions described under "Summary — The Transactions" and the application of their net proceeds as described under "Use of Proceeds." This table is presented and should be read together with our combined financial statements and the related notes included elsewhere in this prospectus. See "Selected Combined Financial and Operating Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Description of Certain Indebtedness."

		As at September 30, 2003
		Actual		As Adjusted
		(dollars in millions, unaudited)
Long-term debt, including current portion:
	Revolving credit facility	$	40.0	$	—
	Term A-1 loan		468.1		—
	Term B loan		270.9		—
	Term C loan		—		368.1
	9.125% CF Cable notes due 2007(1)		105.1		105.1
	67/8% Senior Notes due January 15, 2014(2)		—		452.5
	QMI subordinated loan due 2015(3)		150.0		150.0
Total long-term debt, including current portion			1,034.1		1,075.7
Total shareholder's equity(4)			112.2		112.2
	Total capitalization	$	1,146.3	$	1,187.9

(1)

U.S. dollar-denominated notes issued and secured by the assets of our subsidiary, CF Cable, which is not a guarantor of the notes. CF Cable is undertaking to become a guarantor of the notes at such time when the CF Cable notes are no longer outstanding.

(2)

Converted from U.S. dollars to Canadian dollars based on the noon buying rate on September 30, 2003 of $1.3507 to US$1.00, or $1.00 to US$0.7404.

(3)

Subordinated loan due 2015 from Quebecor Media. Under the terms of the notes, all payments on this loan are restricted payments treated in the same manner as dividends on our common shares. See "Description of Certain Indebtedness — Indebtedness to Quebecor Media."

(4)

Total shareholder's equity at September 30, 2003, as adjusted, does not give effect to the write-off of deferred financing costs and losses related to the termination of currency swaps in connection with the offering of the old notes and the transactions described under "Summary — The Transactions." These losses amount to $17.1 million and are recorded in October 2003.

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SELECTED COMBINED FINANCIAL AND OPERATING DATA

        The following tables present financial information derived from our combined financial statements included in this prospectus, which are comprised of balance sheets as at December 31, 2001 and 2002 and the statements of operations, shareholder's equity and cash flows for each of the years in the three-year period ended December 31, 2002. The combined financial statements have been audited by KPMG LLP, independent chartered accountants. KPMG LLP's report on the audited combined financial statements is included in this prospectus. The combined balance sheet data as at December 31, 2000 and the financial information for the years ended August 31, 1998 and August 31, 1999 and for the four months ended December 31, 1999 have been derived from our unaudited combined financial statements not included in this prospectus. In 1999, we changed our financial year end from August 31 to December 31. The financial information for the nine months ended September 30, 2002 and 2003 is derived from our unaudited interim combined financial statements for such periods included in this prospectus. In the opinion of management, our unaudited interim combined financial statements for the nine months ended September 30, 2002 and 2003 include all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the financial results for such periods. Interim results are not necessarily indicative of the results which may be expected for any other interim period or for a full year. The information presented below the caption "Operating Data" is not derived from our combined financial statements. The information presented below the caption "Other Financial Data and Ratios" is unaudited except for cash flows and capital expenditures for the years ended December 31, 2000, 2001 and 2002. All information contained in the following tables should be read in conjunction with our combined financial statements, the notes related to those financial statements and the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations."

        Our combined financial statements have been prepared in accordance with Canadian GAAP. For a discussion of the principal differences between Canadian GAAP and U.S. GAAP, see note 21 to our audited combined financial statements for the years ended December 31, 2000, 2001 and 2002 and note 10 to our unaudited combined interim financial statements for the nine months ended September 30, 2002 and 2003 included elsewhere in this prospectus.

			Year Ended August 31,						Four Months Ended December 31,			Year Ended December 31,								Nine Months Ended September 30,
			1998			1999			1999			2000			2001			2002		2002		2003
			(unaudited)						(unaudited)											(unaudited)
			(dollars in thousands)
Statement of Operations Data:
Operating revenues:
	Cable television		$	574,574		$	580,146		$	199,750		$	596,223		$	607,942		$	579,200	$	436,757	$	418,383
	Internet access			—			24,538			13,182			60,112			99,629			135,514		96,276		133,033
	Video stores			13,563			21,073			9,879			32,053			35,155			35,344		25,916		28,267
	Other			3,301			8,635			2,336			6,745			6,468			5,325		4,046		3,456
		Total operating revenues		591,438			634,392			225,147			695,133			749,194			755,383		562,995		583,139
Direct costs				127,804			163,210			57,503			184,305			198,212			211,318		158,845		147,217
Operating and administrative expenses				224,425			247,900			87,691			267,382			269,978			278,320		214,482		207,753
Depreciation and amortization				95,913			103,901			42,649			128,015			132,906			139,505		100,643		104,954
Operating income				143,296			119,381			37,304			115,431			148,098			126,240		89,025		123,215
Financial expenses				103,335			26,572			6,093			54,842			98,831			75,832		54,578		34,185
Other items(1)				(161,977	)		17,040			(8,595	)		99,205			98,046			25,000		—		(2,500	)
Income taxes				72,927			25,377			11,654			(22,615	)		(10,042	)		8,423		11,642		28,674
Share in the results of a company subject to significant influence				(506	)		(489	)		(136	)		—			—			—		—		—
Non-controlling interest in a subsidiary				—			100			57			253			145			188		145		46
Amortization of goodwill(2)				11,718			13,486			108			13,397			13,331			—		—		—
Net income (loss)(2)			$	117,799		$	37,295		$	28,123		$	(29,651	)	$	(52,213	)	$	16,797	$	22,660	$	62,810

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			Year Ended August 31,						Four Months Ended December 31,			Year Ended December 31,									Nine Months Ended September 30,
			1998			1999			1999			2000			2001			2002			2002			2003
			(unaudited)						(unaudited)			(unaudited)									(unaudited)
			(dollars in thousands, except for ARPU)
Balance Sheet Data (at period end):
Cash and cash equivalents			$	8,133		$	1,012		$	1,498		$	195		$	80,935		$	15,881		$	78,270		$	816
Total assets				1,457,677			1,640,310			1,639,578			1,718,813			1,758,153			1,702,856			1,820,173			1,543,351
Total debt (excluding QMI subordinated loan)(3)(4)(5)				764,008			840,610			801,521			950,843			1,310,179			1,119,625			1,253,577			884,108
QMI subordinated loan(4)				—			—			—			—			—			—			—			150,000
Shareholder's equity(3)				367,825			403,385			404,679			315,212			(310,172	)		(314,627	)		(282,365	)		112,219
Other Financial Data and Ratios:
EBITDA(6)(7)			$	239,209		$	223,282		$	79,953		$	243,446		$	281,004		$	265,745		$	189,668		$	228,169
	EBITDA margin(6)(7)			40.4	%		35.2	%		35.5	%		35.0	%		37.5	%		35.2	%		33.7	%		39.1	%
Cash flows from operating activities			$	149,508		$	237,622		$	73,847		$	104,274		$	216,616		$	225,823		$	110,636		$	82,650
Cash flows from investing activities				313,986			(286,158	)		(31,021	)		(118,139	)		(143,916	)		(121,927	)		(89,763	)		(70,768	)
Cash flows from financing activities				(467,392	)		53,084			(41,553	)		9,800			5,327			(159,372	)		(29,304	)		(31,870	)
Capital expenditures(8)				163,108			253,381			85,423			341,308			144,361			122,056			89,994			70,514
Cash interest expense(9)				65,929			55,840			22,764			66,906			85,529			76,416			57,404			49,137
Ratio of total debt (excluding QMI subordinated loan) to EBITDA(3)(4)(5)(6)(10)				3.2	x		3.8	x		3.3	x		3.9	x		4.7	x		4.2	x		5.0	x		2.9	x
Ratio of EBITDA to cash interest expense(6)(9)				3.6	x		4.0	x		3.5	x		3.6	x		3.3	x		3.5	x		3.3	x		4.6	x
Ratio of earnings to fixed charges(11)				3.7	x		2.0	x		2.8	x		0.2	x		0.3	x		1.3	x		1.6	x		2.6	x
Operating Data (unaudited):
Homes passed(12)				2,290,861			2,304,460			2,309,580			2,324,940			2,330,648			2,329,023			2,316,000			2,344,149
Basic customers(13)				1,398,251			1,542,364			1,565,321			1,559,446			1,519,172			1,440,184			1,455,531			1,422,965
	Basic penetration(14)			61.0	%		66.9	%		67.8	%		67.1	%		65.2	%		61.8	%		62.8	%		60.7	%
Digital customers				—			14,378			31,727			80,749			114,178			170,729			155,542			213,203
	Digital penetration(15)			—			0.9	%		2.0	%		5.2	%		7.5	%		11.9	%		10.7	%		15.0	%
High-speed Internet customers				5,603			32,924			52,996			140,302			228,328			305,054			281,270			378,525
	High-speed Internet penetration(14)			0.2	%		1.4	%		2.3	%		6.0	%		9.8	%		13.1	%		12.1	%		16.1	%
ARPU(16)			$	34.07		$	33.55		$	34.18		$	$35.14		$	38.33		$	40.44		$	39.98		$	43.01
AMOUNTS UNDER U.S. GAAP
Statement of Operations Data:
Operating revenues:
	Cable television														$	607,942		$	579,200		$	436,757		$	418,383
	Internet access															99,629			135,514			96,276			133,033
	Video stores															35,155			35,344			25,916			28,267
	Other															22,728			30,743			23,955			16,094
		Total operating revenues														765,454			780,801			582,904			595,777
Direct costs																227,800			267,247			199,188			183,440
Operating and administrative expenses																281,833			285,004			220,505			212,609
Depreciation and amortization																141,210			135,953			101,392			95,096
Operating income																114,611			92,597			61,819			104,632
Financial expenses																128,504			72,494			50,019			24,326
Other items(1)																3,807			606			—			—
Income taxes																(2,827	)		5,7406			2,721			22,599
Non-controlling interest in a subsidiary																145			188			145			46
Amortization of goodwill(2)																119,142			2,004,000			1,936,000			—
Net income (loss)(2)															$	(134,160	)	$	(1,990,431	)	$	(1,927,066	)	$	57,661

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		Year Ended December 31,						Nine Months Ended September 30,
		2001			2002			2002			2003
								(unaudited)
		(dollars in thousands)
Balance Sheet Data (at period end):
Cash and cash equivalents		$	80,935		$	15,881		$	78,270		$	816
Total assets			6,137,269			4,042,995			4,236,331			3,877,636
Total debt (excluding QMI subordinated loan)(3)(4)(5)			1,310,179			1,119,625			1,253,577			884,108
QMI subordinated loan(4)			—			—			—			150,000
Shareholder's equity(3)			3,975,892			1,964,209			2,057,615			2,385,906
Other Financial Data and Ratios:
EBITDA(6)(7)		$	255,821		$	228,550		$	163,211		$	199,728
	EBITDA margin(6)(7)		33.4	%		29.3	%		28.0	%		33.5	%
Cash flows from operating activities		$	203,056		$	189,371		$	84,089		$	54,209
Cash flows from investing activities			(130,356	)		(172,295	)		(63,216	)		(42,171	)
Cash flows from financing activities			5,327			(72,552	)		(29,304	)		(32,026	)
Capital expenditures			118,401			83,516			72,934			55,149
Ratio of earnings to fixed charges(11)			—			—			—			2.7

(1)

Following the acquisition of us by Quebecor Media in 2000, our former employees exercised in-the-money options and we introduced a restructuring program in 2001. Other items for the year ended December 31, 2000 consisted primarily of payments made to our employees under our employee stock option plan and a restructuring provision. In 2001, our residential Internet protocol telephony project was suspended, and other items for the year ended December 31, 2001 consisted primarily of the write-off of fixed assets and deferred charges related to that project. In 2002, in connection with the renegotiation of two of our collective bargaining agreements, we put in place a second restructuring initiative resulting in a reduction of 300 employees, and other items consisted primarily of severance costs relating to this restructuring.

(2)

Effective January 1, 2002, we implemented Canadian Institute of Chartered Accountants Handbook Section 3062, Goodwill and Other Intangible Assets and its US equivalent, FAS 142. The new standards require that goodwill and intangible assets with indefinite lives no longer be amortized, but instead be tested for impairment at least annually. At January 1, 2002, we had unamortized goodwill in the amount of $432.3 million under Canadian GAAP and $4,666.9 million under U.S. GAAP, which is no longer being amortized. This change in accounting policy is not applied retroactively and the amounts presented for the prior periods have not been restated for this change. If this change in accounting policy were applied to the reported combined statements of operations for the prior periods, the impact of the change, in respect of goodwill and intangible assets with indefinite useful lives not being amortized, would be as follows:

	Year Ended December 31,
	2000			2001
	(dollars in thousands)
Net loss	$	(29,651	)	$	(52,213	)
Goodwill amortization		13,397			13,331
Net loss before goodwill amortization	$	(16,254	)	$	(38,882	)
AMOUNTS UNDER U.S. GAAP
Net loss				$	(134,160	)
Goodwill amortization					119,142
Net loss before goodwill amortization				$	(15,018	)

(3)

Total debt (excluding QMI subordinated loan) for us means long-term debt, bank overdrafts and a promissory note payable to a company under common control less the QMI subordinated loan, and it does not include the retractable preferred shares held by Quebecor Media. The retraction price of the retractable preferred shares was $337.2 million as of December 31, 2001 and $369.7 million as of September 30, 2002 and December 31, 2002. During the nine months ended September 30, 2003, $364.0 million of the retractable preferred shares were converted into our common shares. The excess of the retraction price of the preferred shares over the stated capital converted into common shares was credited to our contributed surplus account in an amount of $301.1 million. The outstanding amount of retractable preferred shares as of September 30, 2003 was $5.6 million.

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(4)

QMI subordinated loan refers to the subordinated loan due 2015 we entered into in favor of Quebecor Media. On October 8, 2003, the terms of this subordinated loan were amended such that interest throughout the term of the loan is payable in cash at our option. The QMI subordinated loan has been excluded from total debt because, under the terms of the notes, all payments on this loan are restricted payments treated in the same manner as dividends on our common shares. The QMI subordinated loan is reflected as long-term debt on our combined balance sheet. As at September 30, 2003, our total long-term debt was $1,034.1 million.

(5)

We believe that total debt (excluding QMI subordinated loan) is a meaningful measure of the amount of our indebtedness we have from the perspective of a holder of the notes offered hereby because the QMI subordinated loan is subordinated in right of payment to the prior payment in full of senior indebtedness, including the notes offered hereby, and under the terms of the notes offered hereby, all payments on this loan are restricted payments treated in the same manner as dividends on our common shares. Consequently, we use total debt (excluding QMI subordinated loan) in this prospectus. Total debt (excluding QMI subordinated loan) is not intended to be a measure that should be regarded as an alternative to other financial reporting measures, and it should not be considered in isolation as a substitute for measures of liabilities prepared in accordance with U.S. GAAP or Canadian GAAP. Total debt (excluding QMI subordinated loan) is calculated from and reconciled to long-term debt as follows:

	As at August 31,				As at December 31,		As at December 31,						As at September 30,
	1998		1999		1999		2000		2001		2002		2002		2003
	(unaudited)				(unaudited)								(unaudited)
	(dollars in millions)
Long-term debt	$	764.0	$	840.6	$	801.5	$	950.8	$	1,287.7	$	1,119.6	$	1,253.6	$	1,034.1
Promissory note to a company under common control		—		—		—		—		22.5		—		—		—
QMI subordinated loan		—		—		—		—		—		—		—		(150.0	)
Total debt (excluding QMI subordinated loan) as defined	$	764.0	$	840.6	$	801.5	$	950.8	$	1,310.2	$	1,119.6	$	1,253.6	$	884.1
AMOUNTS UNDER U.S. GAAP
Long-term debt									$	1,287.7	$	1,119.6	$	1,253.6	$	1,034.1
Promissory note to a company under common control										22.5		—		—		—
QMI subordinated loan										—		—		—		(150.0	)
Total debt (excluding QMI subordinated loan) as defined									$	1,310.2	$	1,119.6	$	1,253.6	$	884.1

(6)

EBITDA for us means earnings before depreciation and amortization, financial expenses, other items (consisting primarily of restructuring charges), income taxes, share in the results of a company subject to significant influence, non-controlling interest in a subsidiary and goodwill amortization. EBITDA is not intended to be a measure that should be regarded as an alternative to other financial operating performance measures. EBITDA should not be considered in isolation as a substitute for measures of performance prepared in accordance with U.S. GAAP or Canadian GAAP. EBITDA is included in this prospectus because we believe that EBITDA is a meaningful measure of performance commonly used in the cable industry and by the investment community to analyze and compare companies. Our definition of EBITDA may not be identical to similarly titled measures reported by other companies. EBITDA margin is EBITDA as a percentage of operating revenues. EBITDA is calculated from and reconciled to net income (loss) as follows:

	(dollars in millions)
	Year Ended August 31,						Four Months Ended December 31,			Year Ended December 31,								Nine Months Ended September 30,					Twelve Months Ended September 30,
	1998			1999			1999			2000			2001			2002		2002		2003			2003
	(unaudited)						(unaudited)											(unaudited)					(unaudited)
Net income (loss)	$	117.8		$	37.3		$	28.1		$	(29.7	)	$	(52.2	)	$	16.8	$	22.7	$	62.8		$	59.5
Depreciation and amortization		95.9			103.9			42.6			128.0			132.9			139.5		100.7		105.0			143.8
Financial expenses		103.3			26.6			6.1			54.8			98.8			75.8		54.6		34.2			55.4
Other items		(162.0	)		17.0			(8.6	)		99.2			98.0			25.0		—		(2.5	)		22.5
Income taxes		73.0			25.4			11.7			(22.6	)		(10.0	)		8.4		11.6		28.7			23.0
Share in the results of a company subject to significant influence		(0.5	)		(0.5	)		(0.1	)		—			—			—		—		—			—
Non-controlling interest		—			0.1			0.1			0.3			0.1			0.2		0.1		—			—
Goodwill amortization		11.7			13.5			0.1			13.4			13.3			—		—		—			—
EBITDA as defined	$	239.2		$	223.3		$	80.0		$	243.4		$	280.9		$	265.7	$	189.7	$	228.2		$	304.2

29

	(dollars in millions)
	Year Ended December 31,						Nine Months Ended September 30,
	2001			2002			2002			2003
							(unaudited)
AMOUNTS UNDER U.S. GAAP
Net income (loss)	$	(134.2	)	$	(1,990.4	)	$	(1,927.1	)	$	57.7
Depreciation and amortization		141.3			136.0			101.4			95.0
Financial expenses		128.5			72.5			50.1			24.3
Other items		3.8			0.6			—			—
Income taxes		(2.8	)		5.74			2.7			22.6
Non-controlling interest in a subsidiary		0.1			0.2			0.1			0.1
Goodwill amortization		119.1			2,004.0			1,936.0			—
EBITDA as defined	$	255.8		$	228.6			163.2			199.7

(7)

EBITDA based on U.S. GAAP is lower than EBITDA based on Canadian GAAP primarily as a result of three material differences between GAAP in the United States and GAAP in Canada. Under U.S. GAAP, (i) the cost of subsidies granted to customers on equipment sold, (ii) the costs of reconnecting customers, and (iii) certain development and pre-operating costs are expensed as incurred. Under Canadian GAAP, these costs are capitalized or deferred and then amortized.

(8)

Capital expenditures is comprised of acquisition of fixed assets and change in deferred charges.

(9)

Cash interest expense for us means financial expenses excluding interest income, gain (loss) on foreign denominated short-term monetary items, gain (loss) on foreign denominated debt, amortization of debt premium, write-off and amortization of deferred financing costs, interest income (expenses) from/to affiliated companies, interest on the QMI subordinated loan and interest capitalized to fixed assets. We use cash interest expense in this prospectus because we believe it to be a meaningful measure of the amount of our cash obligations from indebtedness from the perspective of a holder of the notes. We exclude interest on the QMI subordinated loan from this measure because cash payments of this loan are expected to be deferred until the maturity of this loan. Cash interest expense is not intended to be a measure that should be regarded as an alternative to other financial reporting measures, and it should not be considered in isolation as a substitute for measures prepared in accordance with Canadian GAAP. Cash interest expense is calculated from and reconciled to financial expenses as follows:

	Year Ended August 31,						Four Months Ended December 31,		Year Ended December 31,									Nine Months Ended September 30,
	1998			1999			1999		2000			2001			2002			2002			2003
	(unaudited)						(unaudited)											(unaudited)
	(dollars in millions)
Financial expenses	$	103.3		$	26.6		$	6.1	$	54.8		$	98.8		$	75.8		$	54.6		$	34.2
Interest income		0.5			1.3			0.7		0.3			1.4			2.2			1.3			0.1
Interest capitalized to fixed assets		2.0			2.5			0.6		2.9			0.7			—			—			—
Gain (loss) on foreign denominated short-term monetary items		(2.0	)		(0.9	)		1.3		(0.9	)		(2.1	)		(0.3	)		1.4			3.2
Gain (loss) on foreign denominated debt		(27.5	)		20.2			10.5		(1.1	)		(12.1	)		2.2			1.4			17.8
Amortization of debt premium										1.4			2.1			0.9			0.7			0.9
Write-off and amortization of deferred financing costs		(2.8	)		(4.5	)		1.0		(1.8	)		(2.5	)		(4.6	)		(2.2	)		(3.8	)
Interest income (expenses) from/to affiliated companies		(9.0	)		8.6			3.7		11.3			(0.8	)		0.2			0.2			0.2
Interest on QMI subordinated loan		—			—			—		—			—			—			—			(3.5	)
Cash interest expense as defined	$	64.5		$	53.8		$	23.9	$	66.9		$	85.5		$	76.4		$	57.4		$	49.1

(10)

Ratio of total debt (excluding QMI subordinated loan) to EBITDA for the four months ended December 31, 1999 and for the nine months ended September 30, 2002 and 2003, is based on annualized EBITDA for the four months ended December 31, 1999 and nine months ended September 30, 2002 and 2003, respectively. The ratio of total debt to EBITDA for the nine months ended September 30, 2003 was 2.9.

(11)

For the purpose of calculating the ratio of earnings to fixed charges, (i) earnings consist of net income (loss) plus non-controlling interest in subsidiary, income taxes, fixed charges, amortized capitalized interest, less interest capitalized and (ii) fixed charges

30

consist of interest expensed and capitalized, plus amortized premiums, discounts and capitalized expenses relating to indebtedness and an estimate of the interest within rental expense. For the years ended December 31, 2000 and 2001, earnings, as calculated under Canadian GAAP, were inadequate to cover our fixed charges, and the coverage deficiency was $38.6 million and $48.8 million, respectively. For the years ended December 31, 2001 and 2002 and for the nine months ended September 30, 2002, earnings, as calculated under U.S. GAAP, were inadequate to cover our fixed charges, and the coverage deficiency was $136.9 million, $1,983.8 million and $1,923.6 million, respectively.

(12)

"Homes passed" means the number of residential premises, such as single dwelling units or multiple dwelling units, passed by the cable television distribution network in a given cable system service area in which the programming services are offered.

(13)

Basic customers are customers who receive basic cable television service in either the analog or digital mode.

(14)

Represents customers as a percentage of total homes passed.

(15)

Represents customers as a percentage of basic customers.

(16)

Average monthly revenue per user, or ARPU, is an industry term that we use to measure our average cable and Internet revenue per month per basic cable customer. ARPU is not a measurement under Canadian GAAP or U.S. GAAP, and our definition and calculation of ARPU may not be the same as identically titled measures reported by other companies. We calculate ARPU by dividing our combined cable television and Internet-access revenues for the applicable six-month or twelve-month period by the average number of our basic cable customers during the applicable period, and then dividing the resulting amount by the number of months in the applicable period.

31

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis provides information concerning our operating results and financial condition. This discussion should be read in conjunction with our combined financial statements and accompanying notes included elsewhere in this prospectus. It also contains forward-looking statements, which are subject to a variety of factors that could cause actual results to differ materially from those contemplated by these statements. See "Forward-Looking Statements."

General

        Our combined financial statements have been prepared in accordance with Canadian GAAP, which differ from U.S. GAAP in certain respects. Note 21 to our audited combined financial statements and note 12 to our unaudited interim combined financial statements for the nine months ended September 30, 2002 and 2003 contain discussions of the principal differences between Canadian GAAP and U.S. GAAP and the extent to which these differences affect our combined financial statements.

        Our combined financial statements include the results of Vidéotron, SuperClub Vidéotron and Vidéotron TVN. Vidéotron, SuperClub Vidéotron and Vidéotron TVN were wholly-owned subsidiaries of Quebecor Media. Immediately prior to the closing of the offering of the old notes on October 8, 2003, Quebecor Media transfered to us SuperClub Vidéotron and Vidéotron TVN in exchange for additional shares of our capital stock.

        Our primary sources of revenue are subscriptions from our customers for cable television and Internet access services and the rental and sale of video cassettes and digital video discs, or DVDs. Our business is mostly subscription-based, which has historically provided stable revenues and low sensitivity to general economic conditions. We provide a wide variety of packages at a range of prices. Internet revenues include amounts from both our high-speed Internet access and dial-up customers. As of September 30, 2003, we had 378,525 high-speed Internet access customers and 30,482 dial-up customers. Because our cable television and Internet access services use the same network, we have only one significant business segment. Our other revenues consist primarily of revenues from our subsidiary Société d'édition et de transcodage ltée, which provides certain broadcasting services, including television standards conversion and duplication, background music on cable channels, signal delivery, recording and distribution and caption subtitling for the hearing impaired.

        Our direct costs consist of television programming costs, Internet bandwidth and transportation costs and purchasing costs for video cassettes and DVDs. These costs vary with the number of customers and price increases from our suppliers. Major components of operating expenses include salaries and benefits, subcontracting costs, advertising and regulatory contributions.

        We have experienced a decline in the number of our basic cable customers since 2000 due to increased competition from direct broadcast satellite and the impact of an eleven-month labor conflict. In April 2003, this labor conflict was resolved and we entered into collective bargaining agreements with 1,700 unionized employees. These agreements terminate in December 2006 and we believe these new agreements have resulted in operating expenses that are approximately $20 million lower, on an annualized basis, than what we would have incurred under our previous labor agreements. Despite this labor conflict, we experienced growth in the numbers of our digital and high-speed Internet access customers. See "Business — Employees."

        During the three months ended September 30, 2003, we recorded a net increase of 10,855 basic cable customers. During the same period, we also recorded net growth of 26,569 customers of our high-speed Internet access service and 19,015 customers of our digital television service, the latter of which includes customers who have upgraded from our analog cable service.

        EBITDA for us means earnings before depreciation and amortization, financial expenses, other items (consisting primarily of restructuring charges), income taxes, share in the results of a company subject to

32

significant influence, non-controlling interest in a subsidiary and goodwill amortization. EBITDA is not intended to be a measure that should be regarded as an alternative to other financial operating performance measures. EBITDA should not be considered in isolation as a substitute for measures of performance prepared in accordance with U.S. GAAP or Canadian GAAP. EBITDA is included in this prospectus because we believe that EBITDA is a meaningful measure of performance commonly used in the cable industry and by the investment community to analyze and compare companies. Our definition of EBITDA may not be identical to similarly titled measures reported by other companies. EBITDA margin is EBITDA as a percentage of operating revenues. See the reconciliation of EBITDA to net income (loss) in note 6 under "Selected Combined Financial and Operating Data."

        Average monthly revenue per user, or ARPU, is an industry term that we use to measure our average cable and Internet revenue per month per basic cable customer. ARPU is not a measurement under Canadian GAAP or U.S. GAAP, and our definition and calculation of ARPU may not be the same as identically titled measures reported by other companies. We calculate ARPU by dividing our combined cable television and Internet-access revenues for the applicable six-month or twelve-month period by the average number of our basic cable customers during the applicable period, and then dividing the resulting amount by the number of months in the applicable period.

Nine Months Ended September 30, 2003 Compared to Nine Months Ended September 30, 2002

Revenues

        Combined revenues for the nine months ended September 30, 2003 were $583.1 million, as compared to $563.0 million for the nine months ended September 30, 2002, an increase of $20.1 million or 3.6%. ARPU increased to $43.01 in the nine months ended September 30, 2003 from $39.98 in the same period in 2002, representing a 7.6% increase.

        Cable television revenues for the nine months ended September 30, 2003 decreased $18.4 million, or 4.2%, as compared to the same period in 2002. This decrease was primarily a result of the decline in the number of our basic cable customers, which was partially offset by price increases we implemented in February 2003. Our ability to retain existing customers and acquire new customers was negatively affected by the labor dispute from May 2002 to April 2003, and we experienced a 2.2% decrease in the number of our basic cable customers from 1,455,531 at September 30, 2002 to 1,422,965 at September 30, 2003. Despite this disruption, we increased the number of our digital customers by 57,661, or 37.1%, from September 30, 2002 to September 30, 2003. Digital penetration of our customer base increased from 10.7% at September 30, 2002 to 15.0% at September 30, 2003.

        Internet revenues for the nine months ended September 30, 2003 increased $36.8 million, or 38.2%, as compared to the same period in 2002. This growth was due to an increase of 97,255 high-speed Internet customers and price increases that we gradually implemented beginning in the second half of 2002. High-speed Internet penetration of our total homes passed increased from 12.1% at September 30, 2002 to 16.1% at September 30, 2003.

        Revenues from video stores for the nine months ended September 30, 2003 increased $2.4 million, or 9.1%, as compared to the same period in 2002. This growth was due to higher revenues generated by our franchised video stores and by a higher volume of rentals of video cassettes, DVDs and video games.

Direct Costs and Operating Expenses

        Direct costs declined $11.6 million, or 7.3%, to $147.2 million for the nine months ended September 30, 2003 from $158.8 million for the same period in 2002. As a percentage of total revenues, direct costs declined to 25.2% for the nine months ended September 30, 2003 from 28.2% for the same period in 2002. Direct costs for cable television services for the nine months ended September 30, 2003, a substantial portion of which consist of programming costs, were lower than for the same period in 2002. During the nine months

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ended September 30, 2003, our programming costs were lower due to a decline in the number of basic cable customers, which was partially offset by modest increases in programming costs per customer. Direct costs for Internet access for the nine months ended September 30, 2003 were also lower than for the same period in 2002 due to a significant reduction in bandwidth and transportation costs, which was partially offset by the higher costs resulting from an increased number of Internet access customers. Access fees payable to Câblage QMI inc., or Câblage QMI, a subsidiary of Quebecor Media, in the nine months ended September 30, 2003 were $0.8 million lower than in the same period in 2002 due to the establishment on September 3, 2002 by the CRTC of a maximum access fee per customer that Câblage QMI could charge, which was less than the access fee per customer previously charged. See "Certain Relationships and Related Transactions — Cable Inside Wire."

        Operating expenses declined $6.7 million, or 3.1%, to $207.8 million for the nine months ended September 30, 2003 from $214.5 million for the same period in 2002. As a percentage of total revenues, operating expenses declined to 35.6% for the first nine months ended September 30, 2003 from 38.1% for the same period in 2002. Ongoing efforts to reduce costs served to reduce operating expenses in the nine months ended September 30, 2003, but were partially offset by indirect costs of $6.6 million for the nine months ended September 30, 2003, which would previously have been capitalized. Non-recurring items in the nine months ended September 30, 2002 also contributed to the decline in operating expenses for the same period in 2003. We incurred approximately $16.0 million of non-recurring costs in the nine months ended September 30, 2002 primarily to repair damaged property and provide for increased personnel and network security, which were the result of acts of vandalism committed against our network during a labor dispute. A non-recurring gain of $8.3 million in the nine months ended September 30, 2002 from the recovery of network taxes partially offset these charges.

EBITDA

        EBITDA for the nine months ended September 30, 2003 was $228.2 million, as compared to $189.7 million for the same period in 2002, representing an increase of $38.5 million or 20.3%. This growth in EBITDA was a result of the increase in revenues, combined with cost reductions and an absence of non-recurring costs. Consequently, EBITDA margin increased to 39.1% for the nine months ended September 30, 2003 from 33.7% for the same period in 2002. See the reconciliation of EBITDA to net income (loss) in note 6 under "Selected Combined Financial and Operating Data."

Depreciation and Amortization

        Depreciation and amortization expenses for the nine months ended September 30, 2003 were $105.0 million, an increase of $4.3 million, or 4.3%, as compared to the same period in 2002. This growth was attributable to ongoing capital expenditures required to support an increased number of Internet access customers, network extensions and maintenance capital.

Financial Expenses, Other Items and Income Taxes

        Financial expenses for the nine months ended September 30, 2003 were $34.2 million, as compared to $54.6 million for the same period in 2002, a decline of $20.4 million or 37.4%. This decline in financial expenses was mainly due to higher foreign exchange gains on our U.S. dollar-denominated long-term debt, which amounted to $17.8 million for the nine months ended September 30, 2003, as compared to $1.4 million for the same period in 2002.

        Other items for the nine months ended September 30, 2003 consisted of a $2.5 million reversal of the restructuring provision that had been taken in the fourth quarter of 2002. This reversal was due to lower severance costs than had been previously anticipated.

        The provision for income taxes was $28.7 million for the nine months ended September 30, 2003, as compared to $11.6 million for the same period in 2002. The effective tax rate decreased to 31.3% for the

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nine months ended September 30, 2003 from 33.8% for the same period in 2002 due to a reduction in the applicable federal tax rate and foreign exchange gains partially taxable.

Year Ended December 31, 2002 Compared to Year Ended December 31, 2001

Revenues

        Combined revenues for the year ended December 31, 2002 were $755.4 million, as compared to $749.2 million for the year ended December 31, 2001, an increase of $6.2 million or 0.8%. ARPU increased to $40.44 in the year ended December 31, 2002 from $38.33 in 2001, representing a 5.5% increase.

        Cable television revenues for the year ended December 31, 2002 decreased $28.7 million, or 4.7%, as compared to 2001. This decrease was primarily a result of the decline in the number of our basic cable customers, which was partially offset by price increases. We recorded a decline of 5.2% in the number of our basic cable customers from 1,519,172 at December 31, 2001 to 1,440,184 at December 31, 2002. This decline was partially due to the negative impact of a labor dispute from May 2002 until April 2003. The number of our digital customers increased by 56,551, or 49.5%, from December 31, 2001 to December 31, 2002. Digital penetration of our customer base increased from 7.5% at December 31, 2001 to 11.9% at December 31, 2002.

        Internet revenues for the year ended December 31, 2002 increased $35.9 million, or 36.0%, as compared to 2001. This growth was due to an increase of 76,726 high-speed Internet access customers and price increases that we gradually implemented beginning in the second half of 2002. High-speed Internet penetration of our total homes passed increased from 9.8% at December 31, 2001 to 13.1% at December 31, 2002.

        Revenues from video stores for the year ended December 31, 2002 were $35.3 million, as compared to $35.2 million for 2001. This growth was due to higher revenues from our franchised video stores and higher sales of video cassettes and DVDs, which was partially offset by a decrease in rental revenues and the closing of two of our corporate video stores in 2001.

Direct Costs and Operating Expenses

        Direct costs increased $13.1 million, or 6.6%, to $211.3 million for the year ended December 31, 2002 from $198.2 million for 2001. As a percentage of total revenues, direct costs increased to 28.0% for the year ended December 31, 2002 from 26.5% for 2001. We sold our cable inside wiring in multi-dwelling buildings to Câblage QMI in February 2002. Câblage QMI charged us monthly access fees to use this cable inside wiring totalling $8.2 million during the year ended December 31, 2002. Direct costs for cable television services for the year ended December 31, 2002 were higher than for the year ended December 31, 2001. This increase was due to higher fees paid for programming services and the introduction of new services. Direct costs for Internet access for the year ended December 31, 2002 were also higher than for the previous year. This increase was due to a higher number of high-speed Internet access customers, which was offset partially by a decline in bandwidth costs.

        Operating expenses increased $8.3 million, or 3.1%, to $278.3 million for the year ended December 31, 2002 from $270.0 million for 2001. As a percentage of total revenues, operating expenses increased to 36.8% in the year ended December 31, 2002 from 36.0% for 2001. A net amount of $10.1 million of this increase was attributable to non-recurring items during the year ended December 31, 2002 due to the labor dispute that was resolved in April 2003, which were partially offset by an $8.3 million recovery of network taxes. In addition, because our network modernization program was substantially completed in 2001, operating expenses increased by $15.7 million for the year ended December 31, 2002, as such indirect costs were capitalized in 2001. Other operating expenses were $17.5 million lower than for the same period in 2001 due to a review of all cost components and the implementation of cost reduction initiatives.

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EBITDA

        EBITDA for the year ended December 31, 2002 was $265.7 million, as compared to $281.0 million for 2001, representing a decrease of $15.3 million or 5.4%. This decline in EBITDA was a result of the increase in direct costs and non-recurring items, which was greater than the increase in combined revenues. See the reconciliation of EBITDA to net income (loss) in note 6 under "Selected Combined Financial and Operating Data."

Depreciation and Amortization

        Depreciation and amortization expenses for the year ended December 31, 2002 were $139.5 million, an increase of $6.6 million, or 5.0%, as compared to the same period in 2001. This growth was attributable to ongoing capital expenditures required to maintain our network and deploy value-added products and higher amortization of subsidies on set-top boxes and modems sold to customers.

Financial Expenses, Other Items and Income Taxes

        Financial expenses for the year ended December 31, 2002 were $75.8 million, as compared to $98.8 million in 2001, a decline of $23.0 million or 23.3%. This decline in financial expenses was mainly due to foreign exchange gains on our U.S. dollar-denominated long-term debt, which amounted to $2.2 million for the year ended December 31, 2002, as compared to a foreign exchange loss of $12.1 million in 2001. Interest expenses on long-term debt were $8.4 million, or 10.1%, lower in the year ended December 31, 2002, as compared to the year ended December 31, 2001. This decrease was due to lower interest rates and partial repayment of long-term debt.

        Other items for the year ended December 31, 2002 consisted of a $25.0 million restructuring provision to cover a workforce reduction program. For the year ended December 31, 2001, other items totaled $98.0 million and consisted primarily of the write-off of fixed assets and deferred charges relating to our residential Internet protocol telephony project, which was suspended in 2001 due to market and technological uncertainties.

        The provision for income taxes was $8.4 million for the year ended December 31, 2002, as compared to a tax recovery of $10.0 million for the year ended December 31, 2001. The effective tax rate for the year ended December 31, 2002 was 33.2%. The effective tax recovery rate in 2001 was 20.5% due to a non-deductible foreign exchange loss.

        Effective January 1, 2002, we implemented the Canadian Institute of Chartered Accountants Handbook Section 3062, Goodwill and Other Intangible Assets. In accordance with this standard, we will not amortize goodwill and intangible assets with indefinite useful lives. Prior to January 1, 2002, we amortized goodwill using the straight-line method over a period of up to 40 years.

Year Ended December 31, 2001 Compared to Year Ended December 31, 2000

Revenues

        Combined revenues for the year ended December 31, 2001 were $749.2 million, as compared to $695.1 million for the year ended December 31, 2000, an increase of $54.1 million or 7.8%. ARPU increased to $38.33 in the year ended December 31, 2001 from $35.14 in 2000, representing a 9.1% increase.

        Cable television revenues for the year ended December 31, 2001 increased $11.7 million, or 2.0%, as compared to the year ended December 31, 2000. The number of our basic cable television customers declined by 2.6% from 1,559,446 at December 31, 2000 to 1,519,172 at December 31, 2001. Price increases for our analog cable television service and new packages for our analog and digital television services offset the decline in the number of customers. The number of our digital customers increased by 33,429, or 41.4%,

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from December 31, 2000 to December 31, 2001. Digital penetration of our customer base increased from 5.2% at December 31, 2000 to 7.5% at December 31, 2001.

        Internet revenues for the year ended December 31, 2001 increased by $39.5 million, or 65.7%, as compared to the year ended December 31, 2000. This growth was due to an increase of 88,026 high-speed Internet access customers. High-speed Internet penetration of our total homes passed increased from 6.0% at December 31, 2000 to 9.8% at December 31, 2001.

        Revenues from video stores for the year ended December 31, 2001 increased $3.1 million, or 9.7%, as compared to the year ended December 31, 2000. This growth was due to an increase in sales of video cassettes and DVDs, fees from our franchised video stores and a more favorable revenue allocation with the studios.

Direct Costs and Operating Expenses

        Direct costs increased $13.9 million, or 7.5%, to $198.2 million for the year ended December 31, 2001 from $184.3 million for 2000. As a percentage of total revenues, direct costs were 26.5% for each of the years ended December 31, 2001 and 2000. Direct costs for cable television services for the year ended December 31, 2001 were higher than for 2000 due to increased programming costs and the introduction of new services. Direct costs for Internet access for the year ended December 31, 2001 were also higher than for 2000. This increase was due to a higher number of high-speed Internet access customers. Direct costs of our video stores for the year ended December 31, 2001 were $2.2 million higher than for 2000. This increase was due to higher sales of video cassettes and revenue sharing with the studios.

        Operating expenses increased $2.6 million, or 1.0%, to $270.0 million for the year ended December 31, 2001 from $267.4 million for 2000. As a percentage of total revenues, operating expenses declined to 36.0% in the year ended December 31, 2001 from 38.5% for 2000. This increase in operating expenses was due to the addition of new employees and office space to support growth in our high-speed Internet access service.

EBITDA

        EBITDA for the year ended December 31, 2001 was $281.0 million, as compared to $243.4 million for 2000, representing an increase of $37.6 million or 15.5%. This growth in EBITDA was a result of the increase in revenues, combined with the addition of new high-speed Internet access customers, which was partially offset by a decrease in the number of our basic cable customers. Consequently, EBITDA margin increased to 37.5% for the year ended December 31, 2001 from 35.0% for 2000. See the reconciliation of EBITDA to net income (loss) in note 6 under "Selected Combined Financial and Operating Data."

Depreciation and Amortization

        Depreciation and amortization expenses for the year ended December 31, 2001 were $132.9 million, an increase of $4.9 million, or 3.8%, as compared to 2000. This increase was primarily attributable to the substantial completion in 2001 of our network modernization project, the depreciation of which commenced in 2001, which was offset by lower depreciation resulting from reassessment of the remaining life of certain assets.

Financial Expenses, Other Items and Income Taxes

        Financial expenses for the year ended December 31, 2001 were $98.8 million, as compared to $54.8 million for 2000, an increase of $44.0 million or 80.0%. Interest expenses on long-term debt incurred to fund our network modernization project were charged to operations in 2001 and were capitalized to the network modernization project in 2000. Additional debt of $300.0 million was incurred to acquire Vidéotron (1998) ltée, the Internet service subsidiary of our parent company, Quebecor Media, in July 2001.

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        Other items for the year ended December 31, 2001 amounted to $98.0 million and consisted primarily of the write-off of fixed assets and deferred charges relating to our residential Internet protocol telephony project, which was suspended in 2001. For the year ended December 31, 2000, other items totaled $99.2 million and consisted primarily of payments made to our employees under our employee stock option plan and a restructuring provision following our acquisition by Quebecor Media.

        The provision for income taxes was a tax recovery of $10.0 million for the year ended December 31, 2001, as compared to a tax recovery of $22.6 million for 2000. The effective tax recovery rate decreased to 20.5% for the year ended December 31, 2001 from 58.6% for the year ended December 31, 2000. In 2000, a significant change in enacted tax rates resulted in a $16.3 million reduction of future income tax liabilities.

Liquidity and Capital Resources

        Our principal liquidity and capital resource requirements consist of:

•

capital expenditures to maintain and upgrade our network in order to support the growth of our customer base;



•

the cost of migrating our customers from analog to digital cable television service; and



•

the service and repayment of our debt.

Capital Expenditures

        During the nine months ended September 30, 2003, we invested $59.8 million in capital expenditures. We spent $6.5 million to implement our new video-on-demand service. We also invested $2.9 million to support the growth of our Internet access service. The remainder of our capital spending is attributable to installation costs for new customers, network expansion and capital maintenance. This compares with capital expenditures of $78.1 million during the nine months ended September 30, 2002, representing a period-over-period decline of $18.3 million, or 23.4%, which is attributable to the purchase of set-top boxes during the nine months ended September 30, 2002. In the nine months ended September 30, 2003, we sold rather than leased a majority of our set-top boxes resulting in lower capital expenditures.

        Capital expenditures for the year ended December 31, 2002 were $99.5 million, as compared to $124.5 million for the year ended December 31, 2001, representing a decline of $25.0 million, or 20.1%. This reduction resulted from the expensing of $15.7 million of indirect costs in 2002 that were capitalized in 2001. Capital expenditures for the year ended December 31, 2001 declined by $177.4 million, or 58.8%, from $301.9 million for the year ended December 31, 2000. This reduction was primarily due to the substantial completion of our network modernization program in 2001.

        In addition to maintenance capital expenditures, we are currently contemplating additional capital expenditures to upgrade to 750 MHz that portion of our network currently served by bandwidth of 480 MHz. If we were to proceed with such upgrade, we estimate that these capital expenditures could amount to approximately $40 million over two years.

Net Change in Deferred Charges

        We sell digital set-top boxes and cable modems to our customers. Due to the current competitive landscape, we partially subsidize this equipment for new customers as well as for the migration of existing analog customers to digital television and high-speed Internet access services. This subsidy, representing the cost of acquisition of the equipment and direct selling expenses less the sales price, is deferred and amortized over a period of three years. We also deferred the development costs of new products. Deferred charges for the nine months ended September 30, 2003 were $10.7 million, as compared to $11.9 million for the same period in 2002. We have reduced the acquisition cost of our set-top boxes and modems as compared to previous years.

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        Deferred charges for the year ended December 31, 2002 were $22.6 million, as compared to $19.8 million in 2001 and $39.4 million in 2000. The amount spent during the year ended December 31, 2000 includes approximately $15 million of development costs relating to our residential Internet protocol telephony project, which was suspended in 2001.

Servicing and Repayment of Our Debt

        During the nine months ended September 30, 2003, we made cash interest payments of $49.2 million, as compared to $57.4 million for the nine months ended September 30, 2002. During the nine months ended September 30, 2003, we borrowed $150.0 million in the form of a subordinated loan from our parent company, Quebecor Media, and used the proceeds of this loan to repay an equivalent amount under our credit facilities. The mandatory principal repayments on our credit facilities were $58.3 million during the nine months ended September 30, 2003. During the same period, we borrowed $85.0 million under, and repaid $45.0 million on, our revolving credit facility. The mandatory principal repayments on our existing long-term debt for the remainder of 2003 will be $12.5 million.

        For the year ended December 31, 2002, we repaid $159.3 million of our long-term debt. During the year ended December 31, 2001, we acquired the shares of Vidéotron (1998) ltée from our parent company, Quebecor Media, and issued to it a $300.0 million promissory note and a $300.0 million preferred share, as described in note 2 to our audited combined financial statements. This promissory note was repaid on the same date with the funds we received from additions to our credit facilities.

Payment of Dividends

        No dividends were paid during the nine months ended September 30, 2003 or during the years ended December 31, 2002 and 2001. We expect to pay dividends to Quebecor Media in the future, subject to the terms of our indebtedness and applicable law.

Retractable Preferred Shares

        We have issued retractable preferred shares to Quebecor Media, which are presented as a liability in our combined financial statements at the retraction price of these shares. During the nine months ended September 30, 2003, these preferred shares were exchanged for our common shares. The excess of the retraction price over the stated capital of the preferred shares was credited to our contributed surplus account in an amount of $301.2 million.

Contractual Obligations and Other Commercial Commitments

        Contractual Obligations.    Our material obligations under firm contractual arrangements, including commitments for future payments under our credit facilities, the CF Cable notes and operating lease arrangements, as of December 31, 2002, are summarized below and are disclosed in notes 13, 16 and 17 to our audited combined financial statements.

				Payments Due By Period
		Total		<1 year		1-3 years		4-5 years		>5 years
		(dollars in millions)
Contractual obligations:
	Credit facilities	$	995.8	$	86.1	$	380.0	$	302.4	$	227.3
	CF Cable notes		123.8		—		—		123.8		—
	Operating leases and other debt		20.0		5.7		7.8		3.8		2.7
	Total contractual cash obligations	$	1,139.6	$	91.8	$	387.8	$	430.0	$	230.0

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        As of September 30, 2003, the outstanding balance on our credit facilities was $779.0 million. We made mandatory principal repayments on these facilities of $58.3 million during the nine months ended September 30, 2003 and repaid $150.0 million from the proceeds of the subordinated loan we entered into with Quebecor Media. Our subordinated loan from Quebecor Media is repayable in 2015 and requires no debt amortization. The CF Cable notes are due in 2007 and are redeemable at our option on or after July 15, 2005 at 100.0% of their principal amount.

        We used the net proceeds from the offering of the old notes to repay outstanding borrowings under our credit facilities and for general corporate purposes. Concurrently with this offering, we asked that certain of our Term A-1 lenders agree to provide us with a Term C Loan of $368.1 million. As a result of this transaction, repayment under our remaining credit facilities are reduced to $50.0 million per year, with the remainder in 2008. For more information on our credit facilities, see "Description of Certain Indebtedness — Credit Facilities."

        We rent equipment and premises under various operating leases. As of December 31, 2002, we estimated that the minimum aggregate payments under these leases over the next five years will be approximately $20 million. During the nine months ended September 30, 2003, we renewed or extended several leases and entered into new operating leases. As of September 30, 2003, we believe that the minimum payments under these leases over the next five years will not be materially different than they were as of December 31, 2002.

        Effective January 1, 2002, we entered into a five-year management services agreement with Quebecor Media for services it provides to us, including internal audit, legal and corporate, financial planning and treasury, tax, real estate, human resources, risk management, public relations and other services. This agreement provides for an annual management fee payable to Quebecor Media of $5.3 million for the year ended December 31, 2003 and amounts to be agreed upon for the years 2004, 2005 and 2006. See "Certain Relationships and Related Transactions — Management Services and Others."

        Other Commercial Commitments.    We have contractual arrangements with Vidéotron Télécom ltée, or VTL, for bandwidth and transportation of Internet services that will expire on August 31, 2004. We have numerous agreements with VTL for broadband services maturing up to 15 years. These commitments are in accordance with current market prices. See "Certain Relationships and Related Transactions — Telecommunications Services."

        As of December 31, 2002 and September 30, 2003, there were no material commitments for capital expenditures.

Sources of Liquidity and Capital Resources

        Our primary sources of liquidity and capital resources are:

•

funds from operations;



•

financing from related party transactions;



•

capital market debt financings; and



•

our credit facilities.

        Funds from Operations.    Cash provided by operating activities during the nine months ended September 30, 2003 was $82.7 million, as compared to $110.6 million for the nine months ended September 30, 2002, a decline of $27.9 million. Cash flow from operations before changes in non-cash operating items, amounted to $181.5 million for the nine months ended September 30, 2003, as compared to $135.5 million for the same period in 2002, an increase of $46.0 million or 33.9%. This increase was due to the improvement in operating results. Non-cash operating items used $98.9 million during the nine months ended September 30, 2003, as compared to $24.8 million in the same period in 2002, an increase of

40

$74.1 million. The payment of accrued restructuring charges, payments to programming suppliers and to affiliated companies caused the variation.

        For the year ended December 31, 2002, cash provided by operating activities was $225.8 million, as compared to $216.6 million in 2001.

        Financing from Related Party Transactions.    In the nine months ended September 30, 2003, we borrowed $150.0 million under a subordinated loan from our parent company, Quebecor Media. The loan, maturing in 2015 and bearing interest at bankers' acceptance rate plus 1.5%, is subordinated in right of payment to the prior payment in full of the entirety of our existing and future indebtedness under our credit facilities and to the notes offered hereby. On October 8, 2003, the terms of this subordinated loan were amended such that interest throughout the term of the loan is payable in cash at our option. See "Description of Certain Indebtedness — Indebtedness to Quebecor Media."

        Interest Rate and Foreign Exchange Management.    We use certain financial instruments, such as interest rate swaps, currency swap agreements and cross-currency interest rate swap agreements, to manage our interest rate and foreign exchange exposure on debt instruments. These instruments are not used for trading or speculative purposes. During the nine months ended September 30, 2003, we made a cash payment of $13.5 million in regard to limitation on credit risks under an existing currency swap agreement. This payment had no impact on earnings and will be recovered over the remaining term of the swap agreement by a reduction in interest payments. See "— Quantitative and Qualitative Disclosure about Market Risk."

        We expect that our cash requirements relating to our existing operations over the next twelve months will be to fund operating activities and working capital, capital expenditures and debt service payments. We plan to fund these requirements from the sources of cash described above.

        We believe that, based on our current levels of operations and anticipated growth, our cash from operations, together with our other available sources of liquidity, will be sufficient for the foreseeable future to fund anticipated capital expenditures and to make required payments of principal and interest on our debt, including payments due on the notes and under our credit facilities, as amended. We also expect, to the extent permitted by the terms of our indebtedness and applicable law, to pay dividends to Quebecor Media in the future.

Summary of Critical Accounting Policies

        The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Consequently, actual results could differ from these estimates. We believe that the following are some of the more critical areas requiring the use of management estimates.

Long-Lived Assets

        We review our property and equipment for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of property and equipment is measured by comparing the carrying amount of the assets to the projected cash flows the assets are expected to generate. If these assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair market value.

        We also evaluate goodwill for impairment on at least an annual basis and whenever events or circumstances indicate that the carrying amount may not be recoverable from its estimated future cash flows. Recoverability of goodwill is measured at the reporting unit level by comparing the reporting unit's carrying amount, including goodwill, to the fair value of the reporting unit, based on projected discounted future cash flows of the unit using a discount rate reflecting our average cost of funds. If the carrying amount of the

41

reporting unit exceeds its fair value, goodwill is considered impaired, and a second test is performed to measure the amount of impairment loss.

        In our determination of the recoverability of property, equipment and goodwill, we based our estimates used in preparing the discounted cash flows on historical and various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

Employee Future Benefits

        Pensions.    Pension costs of our defined benefit pension plan are determined using actuarial methods and could be impacted significantly by our assumptions regarding future events, including expected return on plan assets and rate of compensation increases. The fluctuation of the discount rate at each measurement date also has an impact.

        Other Post-Retirement Benefits.    We accrue the cost of post-retirement benefits, other than pensions, which are impacted significantly by a number of management assumptions, such as the discount rate, the rate of compensation increase, and an annual rate of increase in the per capita cost of covered benefits. These benefits, which are funded by us as they become due, include mainly life insurance programs and cable service.

        Employee future benefits accounting policy is explained at note 1(j) to our audited combined financial statements, and assumptions on expected return on plan assets, rate of compensation increases and discount rates are disclosed in note 3 to our audited combined financial statements.

Subsidies on Equipment Sold to Customers

        Subsidies on equipment sold to customers represent the net loss from the sales, which includes the related direct selling costs. The net losses are deferred and amortized on a straight-line basis over a three-year period.

Quantitative and Qualitative Disclosure about Market Risk

        In the normal course of business, we are exposed to changes in interest rates. We manage this exposure by having a combination of fixed and variable rate obligations and by periodically using financial instruments such as interest rate swap agreements.

        We have entered into a number of interest rate swap agreements to reduce our exposure to changes in interest rates on our existing Term A-1 loan. The interest rate swap agreements had the effect of converting the interest on $315.0 million of our Term A-1 loan from a floating rate plus the applicable margin under our credit facilities to fixed interest rates ranging from 4.00% to 5.49%. These swaps will expire between 2004 and 2006.

        We are also exposed to changes in the exchange rate of the U.S. dollar to the Canadian dollar since our revenues are received in Canadian dollars while the interest and principal on our Term B loan and the CF Cable notes are denominated in U.S. dollars. To manage this exposure, we have entered into a forward exchange contract to fix the U.S./Canadian dollar exchange rate on the U.S. dollar-denominated Term B loan at 1.5389 on an amount of US$231.4 million.

        In connection with this offering and the full repayment of amounts owing under our Term B loan, we settled our current forward exchange contract and to enter into new foreign exchange swap agreements for 100.0% of the value of the notes.

        Foreign currency fluctuations have created gains or losses in our results on the non-hedged U.S. dollar-denominated long-term debt. For the nine months ended September 30, 2003, we had unrealized foreign exchange gains of $17.8 million, as compared to $1.4 million for the same period in 2002. For the year ended

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December 31, 2002, we had unrealized foreign exchange gains of $2.2 million, as compared to foreign exchange losses of $12.1 million for the year ended December 31, 2001.

        We are exposed to credit risk in the event of non-performance by the counterparties to our foreign currency contracts and interest rate swap agreements. We do not obtain collateral or other security to secure performance of obligations under financial instruments subject to credit risk, but we mitigate this risk by dealing only with major Canadian and U.S. financial institutions and, accordingly, we do not anticipate incurring any losses as a result of non-performance by the counterparties to our foreign currency contracts and interest rate swap agreements.

        Concentrations of credit risk with respect to trade receivables are limited due to our very large customer base and low receivable amounts from individual customers.

Canadian and United States Accounting Policy Differences

        We prepare our financial statements in accordance with Canadian GAAP, which differ in certain respects from U.S. GAAP. The areas of material differences and their impact on our financial statements are described in note 21 to our audited annual combined financial statements and note 12 to our unaudited interim combined financial statements included elsewhere in this prospectus. Significant differences include the accounting for derivative financial instruments and the accounting for subsidies on equipment sold to customers.

        Under Canadian GAAP, derivative financial instruments are accounted for on an accrual basis, with gains and losses being deferred and recognized in income in the same period and in the same financial category as the income or expenses arising from the corresponding hedged position. Under U.S. GAAP, derivative financial instruments are recorded at fair value.

        Under Canadian GAAP, subsidies on equipment sold to customers, being the excess of costs over amounts recovered from the sales, which includes the related direct selling costs, are deferred and amortized on a straight line basis over a three-year period. Under U.S. GAAP, the product of sales would be included in the revenues, while the cost of products and selling expenses would be included in the cost of sales when the sale occurs.

        Under U.S. GAAP, we would apply push-down accounting to reflect the new basis of the assets and liabilities after the acquisition of us by Quebecor Media. Under the push-down basis of accounting, the following adjustments were accounted from the acquisition date:

		As of October 23, 2000
		(dollars in thousands)
Fixed assets		$	114,608
Deferred charges			(22,585	)
Goodwill			4,360,512
	Change in assets		4,452,535
Accrued charges			40,445
Future income taxes			24,930
	Change in liabilities		65,375
Change in contributed surplus		$	4,387,160

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Recent Canadian GAAP Accounting Pronouncements

        In November 2001, the Canadian Institute of Chartered Accountants, or the CICA, issued Accounting Guideline 13, Hedging Relationship, and in November 2002 the CICA amended the effective date of this guideline. This accounting guideline establishes new criteria for hedge accounting and will apply to all hedging relationships in effect on or after January 1, 2004. On January 1, 2004 we will re-assess all hedging relationships to determine whether the criteria established by the CICA's new accounting guideline are met or not and we will apply the new guideline on a prospective basis. To qualify for hedge accounting, the hedging relationship must be appropriately documented at the inception of the hedge and there must be reasonable assurance, both at the inception and throughout the term of the hedge, that the hedging relationship will be effective. Effectiveness requires a high correlation of changes in fair values or cash flow between the hedged item and the hedging item. Since the new Canadian criteria for hedge accounting are consistent with existing U.S. criteria for qualifying for hedge accounting, with which we comply, we do not anticipate any material impact from adopting this accounting guideline.

        The CICA has also issued section 1100 of the CICA Handbook, Generally Accepted Accounting Principles. Section 1100 establishes standards for financial reporting in accordance with generally accepted accounting principles, and it describes both what constitutes, as well as the sources of, Canadian GAAP. This section also provides guidance on what sources to consult when selecting accounting policies and determining appropriate disclosures when a matter is not dealt with explicitly in the primary sources of generally accepted accounting principles. Section 1100 of the CICA Handbook will come into force on January 1, 2004. In accordance with common industry practices, equipment subsidies are currently deferred and amortized over a period of three years, and customer reconnection costs are capitalized and amortized over five years. Industry practices will no longer qualify as being acceptable under Canadian GAAP. Under the new accounting principles, equipment subsidies will in the future be accounted for as revenues for the product of sales and cost of sales for the cost of equipment and recognized in earnings at the time of the sale and customer reconnection costs will be accounted for as operating expenses when incurred. As of September 30, 2003, the net book value of our deferred charges on equipment subsidies amounted to $43.6 million, and the net book value of our customer reconnection costs amounted to $11.8 million. For the twelve months ended December 31, 2002 and the nine months ended September 30, 2003, operating income before income taxes would have been reduced by $26.2 million and $10.6 million, respectively, if the new accounting principles had then been applied.

Recent U.S. GAAP Accounting Pronouncements

        In May 2003, FASB issued Statement No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity (FAS 150), which requires companies to evaluate certain financial instruments within the scope of the standard to determine their appropriate classification as liabilities measured at their fair value. FAS 150 is effective immediately for all financial instruments of public companies entered into or modified after May 31, 2003, and it is otherwise effective for the first interim period beginning on or after June 15, 2003. This Statement has no impact on our financial statements.

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BUSINESS

Overview

        We are the largest distributor of pay-television services in the Province of Québec and the third largest cable operator in Canada based on the number of cable customers. We hold cable licenses that cover approximately 80% of Québec's 3.0 million homes passed by cable, including licenses for the greater Montréal area, the second largest urban area in Canada. The greater Montréal area represents one of the largest contiguous clusters in Canada and is among the largest in North America as measured by the number of cable customers. This concentration provides us with improved operating efficiencies and is a key element in the development and launch of our bundled service offerings. In 2001, we substantially completed our network modernization program, which has provided us with one of the largest bi-directional hybrid fiber coaxial (HFC) networks in North America, with approximately 97% of our systems upgraded to two-way capability and 74% of our customers served by systems upgraded to 750 MHz.

        As of September 30, 2003, we had approximately 1.4 million basic cable customers, representing a basic penetration rate of 60.7%. Through our extensive broadband coverage, we also offer digital television and high-speed Internet access services to approximately 97% of our total homes passed. We have rapidly grown our digital customer base in recent years, and at September 30, 2003, we had 213,203 digital customers, representing 15.0% of our basic customers and 9.1% of our total homes passed. We have also rapidly grown our high-speed Internet access customer base, and at September 30, 2003, we had 378,525 high-speed Internet access customers, representing 26.6% of our basic customers and 16.1% of our total homes passed. We believe that the continued increase in the penetration of our digital television and high-speed Internet access services will result in increased average revenue per customer and higher EBITDA margins.

        We offer our advanced products and services, which include video-on-demand and selected interactive television services, as a bundled package that is unique among the competitors in our market. We differentiate our services by offering a higher speed Internet access product and the widest range of French-language programming in Canada. We believe that our bundled packages of products and services, together with our focus on customer service and the breadth of our French-language offerings, have resulted in improved customer satisfaction, increased use of our services and higher customer retention.

        Through SuperClub Vidéotron, we also own the largest chain of video stores in Québec, with 176 retail locations (of which 133 are franchised) and more than 1.3 million video club rental members. With approximately 80% of its retail locations located in our markets, SuperClub Vidéotron is both a showcase and a valuable and cost-effective distribution network for our growing array of advanced products and services.

        For the twelve-month period ended September 30, 2003, we generated revenues of $775.5 million and EBITDA of $304.2 million.

Competitive Strengths

        Leading Market Positions.    We are the largest distributor of pay-television services in Québec and the third largest cable operator in Canada. We believe that our strong market position has enabled us to more effectively launch and deploy new products and services. For example, since the introduction of our high-speed Internet access service, we have become the largest provider of such service in the areas we serve based on internal estimates. In addition, we operate the largest chain of video stores in Québec through our SuperClub Vidéotron subsidiary. We believe that our retail distribution network of over 500 stores, including the Le SuperClub Vidéotron video stores, assist us in marketing and distributing our advanced services, such as high-speed Internet access and digital television, on a large scale basis.

        Advanced Broadband Network.    We have one of the most advanced bi-directional networks in North America. Currently, 97% of our cable network is two-way enabled with 74% of our customers served by bandwidth of 750 MHz. We substantially completed our network modernization program in 2001 and expect

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the majority of our future capital spending to be driven by the launch and deployment of new services. Following the substantial completion of this program, we have generated positive cash flow before financing activities in 2001, 2002 and for the twelve months ended June 30, 2003.

        Single, Highly Contiguous Cluster.    We serve our customer base through a single clustered network that covers approximately 80% of Québec's total addressable market and five of the province's top six urban areas. This network represents one of the largest contiguous clusters in Canada and among the largest in North America as measured by the number of cable customers. We serve all of our cable customers through one primary headend and eight regional headends. We believe that our single cluster and network architecture provide us with the following benefits:

•

a higher quality and more reliable network;



•

reduced capital required to launch and deploy new products and services;



•

a lower cost structure through reduced maintenance and technical support costs; and



•

more rapid and effective introduction of new products and services, enhancing our ability to increase both customers and revenues.

        Differentiated, Bundled Service Offerings.    Through our technologically advanced network, we offer a variety of products and services to our customers, including digital television, high-speed Internet access, video-on-demand and other interactive television services. We believe the competitors in our market are currently unable to offer a comparable suite of products and services in an integrated bundle. Specifically, our direct broadcast satellite competitors cannot currently offer full interactivity or video-on-demand. We believe many of our product and service offerings are superior to those of our competitors. For example, our standard high-speed Internet access service enables our customers to download data at approximately twice the speed of that currently offered by standard digital subscriber line, or DSL, technology. In addition, we offer the widest range of French-language programming in Canada. As approximately 80% of the Province of Québec is French speaking, we believe our ability to deliver unique French-language content provides us with a competitive advantage in our communities.

        Strong, Market-Focused Management Team.    Our senior management team is led by Robert Dépatie, who was named President and Chief Executive Officer in June 2003. Mr. Dépatie has extensive experience in launching and deploying new products and services. Prior to his appointment as President and Chief Executive Officer, he served as our Senior Vice President of Sales, Marketing and Customer Service. Under his leadership, we have successfully increased sales of our digital television products and improved penetration of our high-speed Internet access product. Our focused and results-oriented senior management team has extensive experience and expertise in a range of areas and sectors, including marketing, finance and cable television.

Business Strategy

        Our objective is to maximize revenues and operating cash flow by leveraging our strong market position and highly advanced broadband network. To achieve this objective, we are pursuing the following strategy:

•

Maximize Customer Satisfaction.  We are focused on providing reliable, high-quality products and services and superior customer service. We will continue to provide high-quality offerings by tailoring our product and service packages to satisfy the specific needs of the different customer segments we serve based on various factors, including demographics, competition and price sensitivity. To further enhance customer satisfaction, we are currently implementing a number of initiatives. For example, we recently interconnected all of our call centers to enhance call-handling capabilities and efficiencies and have implemented Web-based customer service capabilities. Through increased customer satisfaction,

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we believe we will further strengthen the Vidéotron brand name and increase acceptance of our products and services.

•

Launch Additional Value-Added Products and Services while Maintaining Leadership in Existing Services.  We currently offer an array of advanced products and services to our customers, including high-speed Internet access, digital television, video-on-demand, high-definition television and selected interactive services, such as television-based Internet access. In general, we have experienced significant growth in these advanced products and services. We plan to further increase our penetration and expand our leadership position in these offerings. Through our advanced broadband network, we also intend to continue to rapidly launch additional advanced products and services, including interactive programming and advertising and personal video recorders. We believe that the introduction of new products and services will increase the value of our bundled packages and will result in higher average revenue per customer and improved customer retention.



•

Maintain Our Advanced Broadband Network.  We believe that the demand for advanced, bandwidth-intensive services will increase significantly in coming years. With the upgrade of our broadband network substantially completed, we intend to capitalize on this opportunity by maintaining and leveraging our high-quality broadband network. We also believe that our network design provides high capacity and superior signal quality that will enable us to provide to our current and future customers new advanced products and services in addition to those currently offered by us.



•

Reduce Costs and Improve Operating Efficiency.  To date, we have gained efficiencies by rationalizing our work force, negotiating new collective bargaining agreements with our employees, obtaining more favorable programming agreements and increasing productivity. We believe that we have significant opportunities to further improve operating efficiency and reduce costs through more efficient allocation of resources, more focused product and service offerings, a more focused capital expenditure program and increased synergies with Quebecor Media's integrated media platform.



•

Further Integrate Our Operations within the Quebecor Media Group of Companies.  We will continue to integrate our distribution capabilities with the content and reach of Quebecor Media's other media assets. For example, we believe that cross-selling and cross-promotion opportunities exist with TVA Group Inc., the largest French-language television broadcaster in North America, and Sun Media Corporation, the largest newspaper publisher in Québec and the second largest in Canada. We also intend to combine the strong retail presence of Archambault Group Inc., the largest music and book retailer in Québec, with our SuperClub Vidéotron video stores to promote and distribute our advanced products and services.

Broadcast Distribution Industry Overview

Cable Television Industry Overview

        Cable television has been available in Canada for almost 50 years and is a well developed market. Competition in the cable industry was first introduced in Canada in 1997. As of August 31, 2002, there were approximately 7.0 million cable television customers in Canada, representing a basic cable penetration rate of 68.6% of homes passed. The Canadian cable television market is fairly concentrated with the four largest cable service providers serving 6.7 million customers, or approximately 96% of total basic cable customers. For the twelve months ended August 31, 2002, total industry revenue was estimated to be over $3.9 billion and is expected to grow significantly in the future because Canadian cable operators have aggressively upgraded their networks and have begun launching and deploying new products and services, such as

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high-speed Internet access and digital television services. The following table summarizes recent annual key statistics for the Canadian and U.S. cable television industries.

	Twelve Months Ended August 31,
	1998		1999		2000		2001		2002		CAGR(1)
	(Homes passed and basic cable customers in millions, dollars in billions)
Canada
Industry Revenue	$2.7		$3.0		$3.3		$3.6		$3.9		9.6%
Homes Passed	9.5		9.7		9.9		10.0		10.2		1.8%
Basic Cable Customers	7.2		7.3		7.3		7.2		7.0		(0.7%	)
Basic Penetration	75.7	%	74.8	%	73.5	%	71.5	%	68.6	%

	Twelve Months Ended December 31,
	1998			1999			2000			2001		2002			CAGR(1)
	(Homes passed and basic cable customers in millions, dollars in billions)
U.S.
Industry Revenue	US$	30.3		US$	32.9		US$	36.0		US$	41.4	US$	46.9		11.5%
Homes Passed		95.6			97.6			99.1			100.6		102.7		1.8%
Basic Cable Customers		65.1			65.9			66.6			66.9		66.1		0.4%
Basic Penetration		68.1	%		67.5	%		67.2	%		66.5		64.4	%

Source of Canadian data: CRTC. Source of U.S. data: Paul Kagan Associates, Inc., Kagan World Media, a Media Central/Primedia Company, and Nielson Media Research and NCTA.

(1)

Compounded annual growth rate from 1998 until 2002.

        The traditional cable business, which is the delivery of video via hybrid fiber coaxial network, is fundamentally similar in the U.S. and Canada. Different economic and regulatory conditions, however, have given rise to important differences between the two markets. Canadian operators have more limited revenue sources than U.S. operators due to Canadian regulations which prevent cable operators from generating revenue from local advertising. However, the lack of local advertising revenues allows Canadian cable operators to benefit from lower programming costs as compared to U.S. cable operators.

        A significant portion of Canada's cable television customers are based in Québec. As of August 31, 2002, Québec was home to approximately 24% of Canada's population and approximately 23.5% of its basic cable customers. Basic cable penetration in Québec, which was approximately 60.4% as of August 31, 2002, has traditionally been lower than in other populated provinces in Canada, principally due to the higher concentration of French-speaking Canadians in Québec. It is estimated that over 80% of Québec's population is French-speaking. Contrary to the English-speaking provinces of Canada, where programming in English comes from all over North America, programming in French is available "off-air" in most of Québec's French-speaking communities. The arrival of a variety of French-language specialty programming not available "off air" contributed to a slight cable penetration increase in the 1990s.

        See "— Regulation" for more information on the regulatory framework governing Canada's cable industry.

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Expansion of Digital Distribution and Programming

        In order to compete with the direct broadcast satellite offerings, the cable industry began deploying digital technology, which allows for a large number of programming channels and advanced services to be offered.

        In addition, in the last two years, the choice and range of television programming has expanded substantially in Canada. In November 2000, the CRTC released its decisions on the applications for new digital pay and specialty television channels. In total, the CRTC approved 21 Category One licenses (16 English-language and five French-language) and 262 Category Two licenses, as well as two pay-per-view and four video-on-demand licenses. Cable service providers using digital technology are required to carry all of the approved Category One services appropriate to their markets while Category Two licensees who do not have guaranteed distribution rights must negotiate with cable service providers for access. The increase in programming content as a result of the launch of approximately 50 of these programming services is believed to be a key factor in driving increases in digital cable penetration in Canada.

        In September 2001, Canadian cable service providers, including Vidéotron, significantly expanded their digital programming offering through the launch of many of the new digital channels licensed by the CRTC. Since September 2001, we have launched over 30 new English-language and four new French-language digital channels, significantly increasing the programming offered to our digital customers. We also expect to launch additional French-language specialty channels in 2004. We believe the launch of these digital channels and the future increase in French-language programming will help to improve the penetration of our digital television service among our customers.

Products and Services

        We currently offer our customers analog cable television services and programming as well as new and advanced high-bandwidth products and services such as high-speed Internet access, digital television, premium programming and selected interactive television services. We continue to focus on our high-speed Internet access and digital television services, both of which are increasingly desired by customers. In addition, in the third quarter of 2001, we launched additional interactive services providing e-mail, Internet access and other functionality through the television. With our advanced broadband network, we will be able to successfully increase penetration of value-added services such as video-on-demand, high-definition television, personal video recorders, as well as interactive programming and advertising.

Traditional Cable Television Services

        Customers subscribing to our traditional analog "basic" and analog "extended basic" services generally receive a line-up of between 49 and 59 channels of television programming, depending on the bandwidth capacity of their local cable system. Customers who pay additional amounts can also subscribe to additional channels, either individually or in packages. For any additional programming, customers must rent or buy a set-top box. We tailor our channels to satisfy the specific needs of the different customer segments we serve.

        Our cable television service offerings include the following:

•

Basic Service.  All of our customers receive a package of basic programming, consisting of local broadcast television stations, the four U.S. commercial networks and PBS, selected Canadian specialty programming services, and local and regional community programming. Our basic service customers generally receive 32 channels on basic cable. Similar to the U.S. market, pricing of our analog basic cable service is regulated. The pricing of our other services is not regulated.



•

Extended Basic Service.  This expanded programming level of services includes a package of French- and English-language specialty television programming and U.S. cable channels in addition to the

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basic service channel line-up described above. Branded as "TELEMAX," this service was introduced in almost all of our markets largely to satisfy customer demand for greater flexibility and choice.

•

Premium Cable and Pay-Television Services.  We offer commercial-free movies, U.S. superstations and other special entertainment programming.



•

Pay-Per-View Service.  These channels allow customers to pay on a per-event basis to view a single showing of a recently released movie, a special sporting event or a music concert on a commercial-free basis. We offer both French-language and English-language pay-per-view services.

Advanced Products and Services

        Cable's high bandwidth is a key factor in the successful delivery of advanced products and services. Several emerging technologies and increasing Internet usage by our customer base have presented us with significant opportunities to expand our sources of revenue. In most of our systems, we currently offer a variety of advanced products and services including high-speed Internet access, digital television and selected interactive services. We intend to continue to develop and deploy additional services to further broaden our service offering.

•

High-Speed Internet Access.  Leveraging our advanced cable infrastructure, we offer high-speed Internet access to our residential customers primarily via cable modems attached to personal computers. We provide this service at speeds more than 50 times the speed of a conventional telephone modem. As of September 30, 2003, we had over 378,525 high-speed Internet access customers, representing a penetration rate of 16.1% of our total homes passed. In addition, as of September 30, 2003, we had 30,482 dial-up Internet access customers. Based on internal estimates, we are the largest provider of high-speed Internet access services in the areas we serve with an estimated market share of 46% as of June 30, 2003.



•

Digital Television.  As part of our network modernization program, we have installed headend equipment capable of delivering digitally encoded transmissions to a two-way digital-capable set-top box in the customer's home. This digital connection provides significant advantages. In particular, it increases channel capacity which allows us to increase both programming and service offerings while providing increased flexibility in packaging our services. We launched our digital television service in March 1999 with the introduction of digital video compression terminals in the greater Montréal area, which covers 1.6 million homes passed by cable and is our largest market. Since introducing our digital television service in the greater Montréal area, we have also introduced the service in other major markets.

In September 2001, we launched a new digital service offering under the iLLICO brand. In addition to providing high quality sound and image quality, iLLICO offers our customers significant programming flexibility. Our basic digital package includes 21 television channels, 30 audio services providing CD quality music, an interactive programming guide as well as television-based e-mail capability. Our extended digital basic television service, branded as i Self-Service, offers customers the ability to select 100 additional channels of their choice, allowing them to customize their choices among many specialty channels. This service also offers customers significant programming flexibility including the option of French-language only, English-language only or a combination of French- and English-language programming. We also offer pre-packaged themed service tiers in the areas of news, sports and discovery. Customers who purchase basic service and one customized package can also purchase channels on an à la carte basis at a specified cost per channel per month. As part of our digital service offering, customers can also purchase near-video-on-demand services on a per-event basis. Our customers currently have the option to purchase or lease the digital set-top boxes required for digital service.

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As of September 30, 2003, we had over 213,203 customers for our digital television service. Notwithstanding our digital television service, we intend to continue to offer analog cable service to our customers.

•

Interactive Services.  In September 2001, we also launched digital interactive services under the iLLICO Interactive brand. These services, which combine our digital television and Internet access services, will enable customers equipped with wireless keyboards to access the Internet and send and receive e-mail. In the near future, we intend to provide additional functionality including e-commerce. We believe interactive services will be increasingly desired by customers, and we intend to continue to develop and deploy advanced products and services to add greater functionality to our interactive services offering.



•

Video-On-Demand.  Video-on-demand service enables digital cable subscribers to rent from a library of movies, documentaries and other programming through their digital set-top box. Our digital cable subscribers are able to rent their video-on-demand selections for a period of 24 hours, which they are then able to watch at their convenience with full stop, rewind, fast forward, pause and replay functionality during that period. Our video-on-demand service is available to 92% of the homes passed by us.



•

Other New Business Initiatives.  To maintain and enhance our market position, we are focused on increasing penetration of high-definition television and personal video recorders, as well as other high-value products and services.

        The following table summarizes our customer statistics for our analog and digital cable and advanced products and services:

	As of December 31,								As of September 30,
	1999		2000		2001		2002		2003
Video services
Basic analog cable
Homes passed(1)	2,309,850		2,324,940		2,330,648		2,329,023		2,344,149
Basic customers(2)	1,565,321		1,559,446		1,519,172		1,440,184		1,422,965
Penetration(3)	67.8	%	67.1	%	65.2	%	61.8	%	60.7	%
Digital cable
Digital customers	31,727		80,749		114,178		170,729		213,203
Penetration(4)	2.0	%	5.2	%	7.5	%	11.9	%	15.0	%
Number of digital terminals	33,888		85,756		121,210		182,010		228,500
Data services
Dial-up Internet access
Dial-up customers	72,720		62,673		55,427		43,627		30,482
High-speed Internet access
Cable modem customers	52,996		140,302		228,328		305,054		378,525
Penetration(3)	2.3	%	6.0	%	9.8	%	13.1	%	16.1	%

(1)

"Homes passed" means the number of residential premises, such as single dwelling units or multiple dwelling units, passed by the cable television distribution network in a given cable system service area in which the programming services are offered.

(2)

Basic customers are customers who receive basic cable service in either the analog or digital mode.

(3)

Represents customers as a percentage of total homes passed.

(4)

Represents customers for the digital service as a percentage of basic customers.

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        In the quarter ended September 30, 2003, we recorded a net increase of 10,855 basic cable customers. During the same period, we also recorded net growth of 26,569 customers of our high-speed Internet access service and 19,015 customers of our digital television service, the latter of which includes customers who have upgraded from our analog cable service.

Video Stores

        Through SuperClub Vidéotron, we also own the largest chain of video stores in Québec, with 176 retail locations (of which 133 are franchised) and more than 1.3 million video club rental members. With approximately 80% of its retail locations located in our markets, SuperClub Vidéotron is both a showcase and a valuable and cost-effective distribution network for our growing array of advanced products and services.

Pricing of Our Products and Services

        Our revenues are derived principally from the monthly fees our customers pay for cable services. The rates we charge vary based on the market served and the level of service selected. Rates are usually adjusted annually. As of December 31, 2002, the average monthly fees for basic and extended basic service were $20.98 and $31.10, respectively, and the average monthly fees for basic and extended basic digital service were $10.99 and $45.50, respectively. A one-time installation fee, which may be waived in part during certain promotional periods, is charged to new customers. Monthly fees for rented equipment such as set-top boxes and cable modems, and administrative fees for delinquent payments for service, are also charged. Except in respect of our Internet access services, customers are typically free to discontinue service at any time without additional charge, but they may be charged a reconnection fee to resume service.

        The CRTC only regulates rates for basic cable service. The fees for services offered in discretionary packages, including Canadian and U.S. specialty television services, are based upon rates negotiated between us and the providers of programming services. In addition, fees for extended cable service (over and above basic cable service rates), pay-television and pay-per-view services, and rentals for set-top boxes are priced by us on a discretionary basis and are not regulated by the CRTC.

        Although our service offerings vary by market, because of differences in the bandwidth capacity of the cable systems in each of our markets and competitive and other factors, our services are typically offered at monthly price ranges as follows:

Service	Price Range
Basic analog cable	$15.10 – $26.85
Extended basic analog cable	$24.29 – $37.91
Basic digital cable	$  9.99 – $11.99
Extended basic digital cable	$27.00 – $64.00
Pay-television	$  6.00 – $19.95
Pay-per-view (per movie or event)	$  3.99 – $79.95
Dial-up Internet access	$  9.95 – $22.95
High-speed Internet access	$29.95 – $54.95
Video-on-demand (per movie or event)	$  0.99 – $  9.99

Our Network Technology

        As of December 31, 2002, our cable systems consisted of approximately 7,500 km of fiber optic cable and 25,000 km of coaxial cable, passing over 2.3 million homes and serving approximately 1.4 million customers. Our network is the largest broadband network in Québec covering over 80% of cable homes passed, and one of the most advanced broadband networks in North America, with over 97% two-way capability at present.

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        The following table summarizes the current technological state of our systems, based on the percentage of our customers who have access to the bandwidths listed below and two-way capability:

	Under 450 MHz	480 to 625 MHz	750 MHz	Two-Way Capability
December 31, 2000	7%	21%	72%	92%
December 31, 2001	3%	25%	72%	97%
December 31, 2002	3%	23%	74%	97%

        Our cable television networks are comprised of four distinct parts including signal acquisition networks, main headends, distribution networks and subscriber drops. The signal acquisition network picks up a wide variety of television, radio and multimedia signals. These signals and services originate from either a local source or content provider or are picked up from distant sites chosen for satellite or "off-air" reception quality and transmitted to the main headends by way of "off-air" links, coaxial links or fiber optic relay systems. Each main headend processes, modulates, scrambles and combines the signals in order to distribute them throughout the network. Each main headend is connected to the primary headend in order to receive the digital MPEG2 signals and the IP Backbone for the Internet services. This connection is provided by VTL through its inter-city fiber network. The first stage of this distribution consists of either a fiber optic link or a very high capacity microwave link which distributes the signals to distribution or secondary headends. After that, the signal uses the hybrid fiber coaxial cable network made of wide-band amplifiers and coaxial cables capable of serving up to 30 km in radius from the distribution or secondary headends to the subscriber drops. The subscriber drop brings the signal into the subscriber's television set directly or, depending on the area or the services selected, through various types of subscriber equipment including set top boxes.

        Since 1995, we have invested over $290 million in a modernization program to upgrade our network to enable us to develop and deploy new advanced products and services. Our modernization program was substantially completed as of December 31, 2001. As a result, we are now able to deliver simultaneously up to 75 analog channels and over 200 digital channels in the greater Montréal area and in western Québec, and up to 49 analog channels and over 70 digital channels in other urban areas in Québec, and provide two-way capability throughout our entire network. We are currently contemplating upgrading our two-way capability network in Quebec City and in central Québec to increase the bandwidth from 480 MHz to 750 MHz or greater. If we were to proceed with such upgrade, we estimate that approximately $40 million of capital expenditures over two years would be required.

        We have adopted the hybrid fiber coaxial network architecture as the standard for our ongoing system upgrades. Hybrid fiber coaxial network architecture combines the use of fiber optic cable with coaxial cable. Fiber optic cable has excellent broadband frequency characteristics, noise immunity and physical durability and can carry hundreds of video and data channels over extended distances. Coaxial cable is less expensive and requires greater signal amplification in order to obtain the desired transmission levels for delivering channels. In most systems, we deliver our signals via fiber optic cable from the headend to a group of nodes to the homes passed served by that node. Our system design provides for cells of approximately 1,000 homes each to be served by fiber optic cable. To allow for this configuration, secondary headends were put into operation in the greater Montréal area and in the greater Quebec City area. Remote secondary headends must also be connected with fiber optic links. The loop structure of the two-way networks brings reliability through redundancy, the cell size improves flexibility and capacity, while the reduced number of amplifiers separating the home from the headend improves signal quality and reliability. Our network design provides us with significant flexibility to offer customized programming to individual cells of 1,000 homes, which is critical to our ability to deploy certain advanced services in the future, including video-on-demand and the continued expansion of our interactive services.

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        We also believe that our network design provides high capacity and superior signal quality that will enable us to provide to our current and future customers new advanced products and services in addition to those currently offered by us.

Marketing and Customer Care

        Our long term marketing objective is to increase our cash flow through deeper market penetration of our services and continued growth in revenue per customer. We believe that customers will come to view their cable connection as the best distribution channel to the home for a multitude of services. To achieve this objective, we are pursuing the following strategies:

•

continue to rapidly deploy advanced products and services such as high-speed Internet access and digital television;



•

introduce new advanced products and services desired by customers;



•

design product offerings that provide greater opportunity for customer entertainment and information choices;



•

leverage the retail presence and other products offered within the Quebecor Media group, including the retail presence of Archambault Group Inc., and within non-exclusive commercial retailers to cross-promote and distribute our cable and data services to our existing and future customers;



•

target marketing opportunities based on demographic data and past purchasing behavior;



•

develop targeted marketing programs to attract former customers, households that have never subscribed to our services and customers of alternative or competitive services; and



•

leverage the relationship between customer service representatives and our customers by training and motivating customer service representatives to promote advanced products and services.

        We plan to invest increasing amounts of time, effort and financial resources in marketing new and existing services. To increase both customer penetration and the number of services used by our customers, we will use coordinated marketing techniques, including door-to-door solicitation, telemarketing, media advertising, e-marketing and direct mail solicitation.

        Maximizing customer satisfaction is a key element of our business strategy. In support of our commitment to customer satisfaction, we operate a 24-hour customer service hotline seven days a week for nearly all of our systems. We currently have five operational call centers and we are implementing various initiatives to improve customer service and satisfaction. For example, we recently interconnected all of our call centers to enhance our call handling capabilities and efficiency. Our customer care representatives continue to receive extensive training to develop customer contact skills and product knowledge, which are key contributors to high rates of customer retention as well as to selling additional products and services and higher levels of service to our customers. We have also implemented Web-based customer service capabilities. To assist us in our marketing efforts, we utilize surveys, focus groups and other research tools as part of our efforts to determine and proactively respond to customer needs.

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Programming

        We believe that offering a wide variety of conveniently scheduled programming is an important factor in influencing a customer's decision to subscribe to and retain our cable services. We devote significant resources to obtaining access to a wide range of programming that we believe will appeal to both existing and potential customers. We rely on extensive market research, customer demographics and local programming preferences to determine our channel and package offerings. The CRTC currently regulates the distribution of foreign content in Canada and, as a result, we are limited in our ability to provide such programming to our customers. We obtain basic and premium programming from a number of suppliers, including TVA Group.

        Since September 2001, we have significantly expanded the programming available to our customers through the launch of over 30 English-language and four French-language digital channels in digital format. Furthermore, we believe the recent launch of these digital channels, the continued launch of digital channels in the future and the increase in French-language programming will help to increase the penetration of our digital television service among our customers.

        Our programming contracts generally provide for a fixed term of up to seven years, and are subject to negotiated renewal. Programming tends to be made available to us for a flat fee per customer. Our overall programming costs have increased in recent years and may continue to increase due to factors including, but not limited to, additional programming being provided to customers as a result of system rebuilds that increase channel capacity, increased costs to produce or purchase specialty programming and inflationary or negotiated annual increases.

Competition

        We face competition in the areas of price, service offerings and service reliability. We compete with other providers of television signals and other sources of home entertainment. In addition, as we expand into additional services such as interactive services, we may face additional competition. We operate in a competitive business environment which can adversely affect our business and operations. Our principal competitors include off-air television and providers of other entertainment, direct broadcast satellite, digital subscriber line, private cable, other cable distribution and wireless distribution. We also face competition from illegal providers of cable television services or pirate systems that enable customers to access programming services from U.S. and Canadian direct broadcast satellite services without paying any fee.

•

Off-Air Television and Providers of Other Entertainment.  Cable television has long competed with broadcast television, which consists of television signals that the viewer is able to receive without charge using an "off-air" antenna. The extent of such competition is dependent upon the quality and quantity of broadcast signals available through "off-air" reception compared to the services provided by the local cable system. Cable systems also face competition from alternative methods of distributing and receiving television signals and from other sources of entertainment such as live sporting events, movie theaters and home video products, including videotape recorders and DVD players. The extent to which a cable television service is competitive depends in significant part upon the cable system's ability to provide a greater variety of programming, superior technical performance and superior customer service than are available over the air or through competitive alternative delivery sources.



•

Direct Broadcast Satellite.  Direct broadcast satellite, or DBS, is a significant competitor to cable systems. DBS delivers programming via signals sent directly to receiving dishes from medium- and high-powered satellites, as opposed to broadcast, cable delivery or lower-powered transmissions. This form of distribution generally provides more channels than some of our television systems and is fully digital. DBS service can be received virtually anywhere in Canada through the installation of a small

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rooftop or side-mounted antenna. DBS systems use video compression technology to increase channel capacity and digital technology to improve the quality of the signals transmitted to their customers.

•

DSL.  The deployment of digital subscriber line technology, known as DSL, provides customers with Internet access at data transmission speeds greater than that which is available over conventional telephone lines. DSL service is comparable to high-speed Internet access over cable systems. No DSL television undertaking is currently operating in the Province of Québec.



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Private Cable.  Additional competition is posed by satellite master antenna television systems known as "SMATV systems" serving multi-dwelling units, such as condominiums, apartment complexes, and private residential communities.



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Other Cable Distribution.  Currently, a second cable operator offering analog television distribution and providing high-speed Internet access service is serving multi-dwelling units in the greater Montréal area.



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Wireless Distribution.  Cable television systems also compete with wireless program distribution services such as multi-channel multipoint distribution systems. This technology uses microwave links to transmit signals from multiple transmission sites to line-of-sight antennas located within the customer's premises.

Regulation

Ownership and Control of Canadian Broadcast Undertakings

        Subject to any directions issued by the Governor in Council (effectively the Federal Cabinet), the Canadian Radio-television and Telecommunications Commission, referred to as the CRTC, regulates and supervises all aspects of the Canadian broadcasting system.

        The Governor in Council, through an Order-in-Council referred to as the Direction to the CRTC (Ineligibility of Non-Canadians), has directed the CRTC not to issue, amend or renew a broadcasting license to an applicant that is a non-Canadian. Canadian, a defined term in the CRTC Direction, means, among other things, a citizen or a permanent resident of Canada, a qualified corporation, a Canadian government, a non-share capital corporation of which a majority of the directors are appointed or designated by statute, regulation or specified governmental authorities, or a qualified mutual insurance company, qualified pension fund society or qualified cooperative of which not less than 80% of the directors or members are Canadian. A qualified corporation is one incorporated or continued in Canada, of which the chief executive officer (or if there is no chief executive officer, the person performing functions similar to those performed by a chief executive officer) and not less than 80% of the directors are Canadian, and not less than 80% of the issued and outstanding voting shares and not less than 80% of the votes are beneficially owned and controlled, directly or indirectly, by Canadians. In addition to the above requirements, Canadians must beneficially own and control, directly or indirectly, not less than 66²/3% of the issued and outstanding voting shares and not less than 66²/3% of the votes of the parent company that controls the subsidiary, and neither the parent company nor its directors may exercise control or influence over any programming decisions of the subsidiary if Canadians beneficially own and control less than 80% of the issued and outstanding shares and votes of the parent corporation, if the chief executive officer of the parent corporation is a non-Canadian or if less than 80% of the parent corporation's directors are Canadian. There are no specific restrictions on the number of non-voting shares which may be owned by non-Canadians. Finally, an applicant seeking to acquire, amend or renew a broadcasting license must not otherwise be controlled in fact by non-Canadians, a question of fact which may be determined by the CRTC in its discretion. Control is defined broadly in the Direction to mean control in any manner that results in control in fact, whether directly through the ownership of securities or indirectly through a trust, agreement or arrangement, the ownership of a corporation or otherwise. Vidéotron is a qualified Canadian corporation.

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        Regulations made under the Broadcasting Act (Canada) require the prior approval of the CRTC of any transaction that directly or indirectly results in (i) a change in effective control of the broadcasting distribution undertaking of a licensee, (ii) a person or a person and its associates acquiring control of 30% or more of the voting interests of a licensee or of a person who has, directly or indirectly, effective control of a licensee, or (iii) a person or a person and its associates acquiring 50% or more of the issued common shares of the licensee or of a person who has direct or indirect effective control of a licensee. In addition, if any act, agreement or transaction results in a person or a person and its associates acquiring control of at least 20% but less than 30% of the voting interests of a licensee, or of a person who has, directly or indirectly, effective control of the licensee, the CRTC must be notified of the transaction. Similarly, if any act, agreement or transaction results in a person or a person and its associates acquiring control of 40% or more but less than 50% of the voting interests of a licensee, or a person who has directly or indirectly effective control of the licensee, the CRTC must be notified.

        In April 2003, the House of Commons Standing Committee on Industry, Science and Technology released a report of its study of the issue of foreign direct investment restrictions applicable to telecommunications common carriers. One of its recommendations was that the Government of Canada ensure that any changes made to the Canadian ownership and control requirements applicable to telecommunications common carriers be applied equally to broadcasting distribution undertakings. In June, 2003, the House of Commons Standing Committee on Canadian Heritage released a report of its review of the Broadcasting Act (Canada) and, among other things, recommended that the current restrictions on foreign ownership relating to broadcasting, cable and telecommunications remain. We cannot predict, what, if any, changes will result from these reports.

Jurisdiction Over Canadian Broadcasting Undertakings

        Our cable distribution undertakings are subject to the Broadcasting Act (Canada) and regulations made under the Broadcasting Act (Canada) that empower the CRTC, subject to directions from the Governor in Council, to regulate and supervise all aspects of the Canadian broadcasting system in order to implement the policy set out in that Act. Certain of our undertakings are also subject to the Radiocommunication Act (Canada), which empowers Industry Canada to establish and administer the technical standards that networks and transmission must respect, namely, maintaining the technical quality of signals.

        The CRTC has, among other things, the power under the Broadcasting Act (Canada) and regulations to issue, subject to appropriate conditions, amend, renew, suspend and revoke broadcasting licenses, approve certain changes in corporate ownership and control, and establish and oversee compliance with regulations and policies concerning broadcasting, including various programming and distribution requirements, subject to certain directions from the Federal Cabinet.

        In a series of decisions, the CRTC has determined that the carriage of "non-programming" services by cable companies results in the company being regulated as a carrier under the Telecommunications Act (Canada). This applies to a company serving its own customers, or allowing a third party to use its distribution network to provide non-programming services to customers, such as providing access to high-speed Internet services.

Licensing of Canadian Broadcasting Distribution Undertakings

        The CRTC has responsibility for the issuance, amendment, renewal, suspension and revocation of Canadian broadcasting licenses, including licenses to operate a cable distribution undertaking. A cable distribution undertaking distributes broadcasting services to customers predominantly over closed transmission paths. A license to operate a cable distribution undertaking gives the cable television operator the right to distribute television programming services in its licensed service area. Broadcasting licenses may be issued for periods not exceeding seven years and are usually renewed, except in cases of a serious breach of the

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conditions attached to the license or the regulations of the CRTC. The CRTC is required to hold a public hearing in connection with the issuance, suspension or revocation of a license.

        Cable systems with 2,000 customers or less and operating their own local headend are exempted from the obligation to hold a license pursuant to an exemption order issued by the CRTC in 2001 and amended in 2002. These cable systems will continue to have to comply with a number of programming carriage requirements set out in the exemption order and comply with the Canadian ownership and control requirements in the Direction. We operate 16 of these small cable systems.

        In order to conduct our business, we must maintain our distribution undertaking licenses for systems with greater than 2,000 customers in good standing. Failure to meet the terms of our licenses may result in their short-term renewal, suspension, revocation or non-renewal. We hold a separate license for each of our 37 cable systems with greater than 2,000 customers and have never failed to obtain a license renewal for those cable systems.

Canadian Broadcast Distribution (Cable Television)

Distribution of Canadian Content

        The Broadcasting Distribution Regulations made by the CRTC pursuant to the Broadcasting Act (Canada) mandate the types of Canadian and non-Canadian programming services respectively that can be distributed by broadcasting distribution undertakings, including cable television systems. In summary, each cable television system is required to distribute all of the Canadian programming services that the CRTC has determined are appropriate for the market it serves, which includes local and regional television stations, certain specialty channels and pay television channels, and a pay-per-view service, but does not include Category 2 digital services and video-on-demand services.

        As revised from time to time, the CRTC has issued a list of non-Canadian programming services eligible for distribution in Canada on a discretionary user-pay basis to be linked along with Canadian pay-television services or with Canadian specialty services. The CRTC currently permits the linkage of up to one non-Canadian service for one Canadian specialty service and up to five non-Canadian services for every one Canadian pay-television service. In addition, the number of Canadian services received by a cable television customer must exceed the total number of non-Canadian services received. The CRTC decided that it would not be in the interest of the Canadian broadcasting system to permit the distribution of certain non-Canadian pay-television movie channels and specialty programming services that could be considered competitive with licensed Canadian pay-television and specialty services. Therefore, pay-television movie channels and certain specialty programming services available in the United States are not approved for distribution in Canada.

        Also important to broadcasting operations in Canada are the specialty (or thematic) programming service access rules, which require cable systems with more than 6,000 customers (Class 1 cable systems) operating in a French-language market to offer each analog French-language Canadian specialty service licensed, other than certain religious programming services, to the extent of availability of channels. All Canadian specialty channels, other than Category 2 digital specialty channels and certain religious programming services. Moreover, all Canadian specialty channels, other than Category 2 digital specialty channels, must be carried by broadcast distributors with more than 2,000 customers (Class 1 and Class 2 cable systems) when digital distribution is offered. These rules seek to ensure wider carriage for certain Canadian specialty channels than might otherwise be secured through negotiation. However, Category 2 digital specialty channels do not benefit from any regulatory assistance to guarantee distribution on cable or DTH satellite distribution undertakings apart from the requirement that a distributor offer at least five non-related Category 2 digital specialty channels for every Category 2 digital specialty channel it distributes in which it owns, directly or indirectly, more than 10% of the equity.

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1998 Broadcasting Distribution Regulations

        The Broadcasting Distribution Regulations enacted in 1998, also called the 1998 Regulations, apply to distributors of broadcasting services or broadcasting distribution undertakings in Canada. The 1998 Regulations promote competition between broadcasting distribution undertakings and the development of new technologies for the distribution of such services while ensuring that quality Canadian programs are exhibited. The 1998 Regulations introduced important new rules, including the following:

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Competition, Carriage Rules and Signal Substitution.  The 1998 Regulations provide equitable opportunities for all distributors of broadcasting services. Similar to the signal carriage and substitution requirements that are imposed on existing cable television systems, under the 1998 Regulations, new broadcasting distribution undertakings are also subject to carriage and substitution requirements. The 1998 Regulations prohibit a distributor from giving an undue preference to any person, including itself, or subjecting any person to an undue disadvantage. This gives the CRTC the ability to address complaints of anti-competitive behavior on the part of certain distributors.


A significant aspect of television broadcasting in Canada is simultaneous program substitution, or simulcasting, a regulatory requirement under which Canadian distribution undertakings, such as cable television systems with over 6,000 customers, are required to substitute the foreign programming service with local Canadian signal, including Canadian commercials, for broadcasts of identical programs by a U.S. station when both programs are exhibited at the same time. These requirements are designed to protect the program rights that Canadian broadcasters acquire for their respective local markets. The CRTC, however, has suspended the application of these requirements to DTH satellite operators for a period of time, so long as they undertake certain alternative measures, including monetary compensation to a fund designed to help finance regional television productions.

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Canadian Programming and Community Expression Financing Rules.  All distributors, except systems with less than 2,000 customers, are required to contribute at least 5% of their gross annual broadcast revenues to the creation and presentation of Canadian programming including community programming. However, the allocation of these contributions can vary depending on the type and size of the distribution system involved.



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Inside Wiring Rules.  The CRTC determined that the inside wiring portion of cable networks creates a bottleneck facility that could affect competition if open access is not provided to other distributors. Incumbent cable companies may retain the ownership of the inside wiring but must allow usage by competitive undertakings to which the cable company may charge a just and reasonable fee for the use of the inside wire. The CRTC established a fee of $0.52 per customer per month for the use of cable inside wire in MDUs.

Broadcasting License Fees

        Broadcasting licensees are subject to annual license fees payable to the CRTC. The license fees consist of two fees. One fee allocates the CRTC's regulatory costs for the year to licensees based on a licensee's proportion of the gross revenue derived during the year from the licensed activities of all licensees whose gross revenues exceed specific exemption levels. The other fee, for a broadcasting distribution undertaking, is 1.365% of the amount by which its gross revenue derived during the year from its licensed activity exceeds $175,000. Our broadcasting distribution activities are subject to both fees.

Rates

        Our revenue related to cable television is derived mainly from (a) monthly subscription fees for basic cable service; (b) fees for premium services such as specialty services, pay-television and pay-per-view television; and (c) installation and additional outlets charges.

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        The CRTC does not regulate the fees charged by non-cable broadcast distribution undertakings and does not regulate the fees charged by cable providers for non-basic services. The basic service fees charged by Class 1 (6,000 customers or more) cable providers are regulated by the CRTC until true competition exists in a particular service area, which occurs when:

(1)

30% or more of the households in the licensed service area have access to the services of another broadcasting distribution undertaking. The CRTC has advised that as of August 31, 1997, the 30% availability criterion was satisfied for all licensed cable areas; and



(2)

the number of customers for basic cable service has decreased by at least 5% since the date on which a competitor started offering its basic cable service in the particular area.

        For most of our service areas, the basic service fees for our customers have been deregulated.

        The CRTC further restricts installation fees to an amount that does not exceed the average actual cost incurred to install and connect the outlet.

        Subject to certain notice and other procedural requirements, for Class 1 cable systems still regulated, we may increase our basic service rates so as to pass through to customers increases in CRTC authorized fees to be paid to specialty programming services distributed on our basic service. However, the CRTC has the authority to suspend or disallow such an increase.

        In the event that distribution services may be compromised as a result of economic difficulties encountered by a Class 1 cable distributor, a request for a rate increase may be submitted to the CRTC. The CRTC may approve an increase if the distributor satisfies the criteria then in effect for establishing economic need.

Copyright Board Proceedings

        Certain copyrights in television and pay audio programming are administered collectively and tariff rates are established by the Copyright Board of Canada. Tariffs set by the Copyright Board are generally applicable until a public process is held and a decision of the Copyright Board is rendered for a renewed tariff. Renewed tariffs are often applicable retroactively.

Royalties for the Retransmission of Distant Signals

        Further to the implementation in 1989 of the Canada-U.S. Free Trade Agreement, the Copyright Act (Canada) was amended to require retransmitters, including Canadian cable television operators, to pay royalties in respect of the retransmission of distant television and radio signals.

        Since this legislative amendment, the Copyright Act (Canada) empowers the Copyright Board of Canada to quantify the amount of royalties payable to retransmit these signals and to allocate them among collective societies representing the holders of copyright in the works thus retransmitted. Regulated cable television operators cannot automatically recover such paid retransmission royalties from their customers, although such charges might be a component of an application for a basic cable service rate increase based on economic need.

        Distant signal retransmission royalties vary from $0.20 per customer per month for systems serving areas with fewer than 1,500 customers to $0.70 per customer per month for more than 6,000 customers, except in French-speaking markets, where the maximum rate is $0.35 per customer per month. All of our undertakings operate in French-language markets. Recently, the collective societies representing the holders of copyright have filed with the Copyright Board of Canada a tariff request to increase to $1.00 per customer per month the distant signal retransmission royalty applicable to systems of more than 6,000 customers for the years 2003 to 2008. A public hearing relating to such request has been scheduled for 2005.

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Royalties for the Transmission of Pay and Specialty Services

        In addition, the Copyright Act (Canada) was amended, in particular, to define copyright as including the exclusive right to "communicate protected works to the public by telecommunication." Prior to the amendment, it was generally believed that copyright holders did not have an exclusive right to authorize the transmission of works carried on radio and television station signals when these signals were not broadcast but rather transmitted originally by cable television operators to their customers. However, at the request of the Society of Composers, Authors and Music Publishers of Canada, or SOCAN, the Copyright Board approved Tariff 17A in 1996 in order to obtain the payment of royalties from transmitters, including members of the Canadian Cable Television Association, or the CCTA, that transmit musical works to the customers when transmitting television services on a subscription basis.

        Tariff 17A fixed the monthly rate per customer, in the case of cable systems serving 6,001 or more customers, at $0.047, $0.055, $0.058, $0.064, $0.070 and $0.076, respectively, for each of the 1990 to 1995 calendar years. However, the Copyright Board of Canada did not establish the allocation of the payable royalties between cable television operators, pay television and specialty programming service providers. The CCTA and the programming service providers have signed agreements that establish the split with the Canadian specialty programming service providers and set up a royalty payment mechanism. These agreements do not cover royalties payable for American specialty programming and the Canadian pay-television services, which correspond, according to Tariff 17A, to 2.1% of affiliation payments during 1996 and 1.8% of 1996 monthly affiliation payments for the remainder of the tariff (i.e. 1997-2000). The royalties payable with respect to these services, and the split with the programming service providers, are covered by another agreement.

        The Copyright Board of Canada rendered a decision on February 16, 2001 regarding the rates that will apply under SOCAN's Tariff 17A for the calendar years 1996 to 2000. The royalty payable by small transmission systems is $10 per year. The monthly royalty payable by transmission systems (other than small transmission systems) for the signals of Canadian and American pay services is 2.1% of the transmitter's affiliation payments to these services in 1996 and 1.8% for the remainder of the tariff period. For all other signals transmitted, the monthly royalty payable by a transmitter is based on the total number of premises served in the system's licensed area and varies from $0.028 to $0.095 for 1996 to $0.044 to $0.155 for 2000. Royalties payable by a system located in a francophone market are calculated at a rate equal to 85% of the rate otherwise payable.

        In April and May 2003, the Copyright Board held a hearing to determine pay and specialty royalty rates for 2001 through 2004. No decision has yet been rendered.

Royalties for Pay Audio Services

        The Copyright Board of Canada also rendered a decision on March 16, 2002 regarding two new tariffs for the years 1997-1998 to 2002, which provide for the payment of royalties from programming and distribution undertakings focusing on pay audio services. It fixes the royalties payable to SOCAN and to the Neighbouring Rights Collective of Canada, or NRCC, respectively, at 11.115% and 5.265% of the affiliation payments payable during a month by a distribution undertaking for the transmission for private or domestic use of a pay audio signal. The royalties payable to SOCAN and NRCC by a small cable transmission system, an unscrambled low or very low power television station or by equivalent small transmission systems are fixed by the Board at 5.56% and 2.63%, respectively, of the affiliation payments payable during a year by the distribution undertaking for the transmission for private or domestic use of a pay audio signal.

Tariff in Respect of Internet Service Provider Activities

        In 1996, SOCAN proposed a tariff (Tariff 22) to be applied against Internet service providers, or ISPs, in respect of composer/publishers rights in musical works communicated over the Internet to ISPs' customers.

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SOCAN's proposed tariff was challenged by a number of industry groups and companies, including the CCTA. In 1999, the Copyright Board decided that ISPs should not be liable for the communication of musical works by their customers, although they might be liable if they themselves operated a musical website. In 2002, the Canadian Federal Court of Appeal partially overturned the Copyright Board and held that ISPs could be liable where they cached musical works. An appeal from the decision of the Federal Court of Appeal was launched by both SOCAN and by the ISP group that includes the CCTA. The appeal is to be heard by the Supreme Court of Canada in 2004. If the Supreme Court of Canada were to uphold the decision of the Federal Court of Appeal or allow the appeal by SOCAN and extend liability to ISPs, then the dispute would return to the Copyright Board for a determination of the royalties to be paid retroactively back to 1996.

        Other collectives have since 1999 also proposed tariffs to be applied against ISPs in respect of communications of sound recordings and performers' performances as well as reproductions of copyright works made in the course of providing Internet services. All such tariffs have been on hold pending the resolution of the Tariff 22 proceedings. If these tariffs proceed to a hearing, it is possible that additional royalties will be required to be paid by ISPs retroactive to when the tariffs were first proposed.

Access by Third Parties to Cable Networks

        On July 6, 1999, the CRTC required certain of the largest cable television operators, including Vidéotron, to submit tariffs for high-speed Internet access services, known as open access or third-party access, in order to allow competing retail ISPs to offer such services over a cable infrastructure. Our proposal was approved in part by the CRTC in August 2000. This decision approves the terms and per end-user rates to charge to ISPs for access to cable company facilities used to provide cable modem Internet services. Other technical, operational and business policies to implement access services are being addressed by the CRTC Interconnection Steering Committee, or CISC.

        We took part in technical tests intended to interconnect the networks of the cable television operators with certain competing ISPs. These tests were successfully concluded in the third quarter of 2000. Once the conditions of facilities-based interconnection are approved by the CRTC, which could occur later this year, actual access to the headend of our HFC network will be ordered by the CRTC and provided by us at a regulated tariff.

        Until facilities-based access to the cable network headend is provided, the CRTC is requiring cable distributors to allow third-party retail ISPs to resell their retail high-speed Internet services at a discount of 25% off the lowest retail Internet service rate charged by us to our cable customers during a one-month period. The resale obligation will cease to be mandated once facilities-based access is available to ISPs.

Winback Restrictions

        In a letter decision dated April 1, 1999, the CRTC established rules, referred to as the winback rules, that prohibit the targeted marketing by incumbent cable companies of customers who have cancelled basic cable service. These rules require us and other incumbent cable companies to refrain for a period of 90 days from: (a) directly contacting customers who, through an agent, have notified their cable company of their intention to cancel basic cable service; and (b) offering discounts or other inducements not generally offered to the public, in instances when customers personally initiate contact with the cable company for the purpose of canceling basic cable service. The CRTC is currently reviewing these winback rules and has issued a call for comments on whether it should maintain its current rules prohibiting the targeted marketing by incumbent cable companies of customers who have cancelled basic cable service and whether the rules should be changed.

        In February 2001, the CRTC also announced similar "winback" restrictions on certain cable television operators, including us, in the Internet service market. These restrictions limit cable operators' ability to "win

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back" Internet service customers who have chosen to switch to another Internet service provider within 90 days of the customer's switch.

Right to Access to Telecommunications Support Structures

        The CRTC has concluded that some provisions of the Telecommunications Act (Canada) may be characterized as encouraging joint use of existing support structures of telephone utilities to facilitate efficient deployment of cable distribution undertakings by Canadian carriers. We access these support structures in exchange for a tariff that is regulated by the CRTC. If it were not possible to agree on the use or conditions of access with a support structure owner, we could apply to the CRTC for a right of access to a supporting structure of a telephone utility. The Supreme Court of Canada, however, has recently held that the CRTC does not have jurisdiction under the Telecommunications Act (Canada) to establish the terms and conditions of access to the support structure of hydro-electricity utilities. Terms of access to the support structures of hydro-electricity utilities will need to be negotiated with those utilities.

History and Corporate Structure

        Our name is Vidéotron Ltée. We were founded on September 1, 1989 as part of the amalgamation of our two predecessor companies, namely Vidéotron Ltée and Télé-Câble St-Damien inc., under Part IA of the Companies Act (Québec). In October 2000, our parent company, Le Groupe Vidéotron ltée, was acquired by Quebecor Media for $5.3 billion. At the time of this acquisition, the assets of Le Groupe Vidéotron ltée included all of our shares.

        Immediately prior to the closing of the offering of the old notes, Quebecor Media, our sole shareholder, transfered its wholly-owned subsidiaries SuperClub Vidéotron and Vidéotron TVN to us in exchange for additional shares of our capital stock.

        Our registered office is located at 300 Viger Avenue East, Montréal, Québec, Canada H2X 3W4, and our telephone number is (514) 380-1999. Our corporate website can be accessed through www.videotron.ca. The information found on our corporate website is, however, not part of this prospectus. Our agent for service of process in the United States is CT Corporation System, 111 Eighth Avenue, New York, New York 10011.

Property, Plants and Equipment

        Our corporate offices are located in leased space at 300 Viger Avenue East, Montréal, Québec, Canada H2X 3W4. We own several buildings in Montréal, the largest of which is located at 150 Beaubien Street (approximately 27,850 square feet) and houses our primary headend. We also own a building of approximately 40,000 square feet in Quebec City where our regional headend for the Quebec City region is located. We also own or lease a significant number of smaller locations for signal reception sites and customer service and business offices. We generally lease space for the business offices and retail locations for the operation of our video stores.

        Our credit facilities are generally secured by charges over all of our assets and those of our subsidiaries. The CF Cable notes are generally secured by charges over all of its assets and those of its subsidiaries. See the description of our debt instruments under "Description of Certain Indebtedness."

Employees

        As of September 30, 2003, we had 2,169 full-time and part-time employees. Substantially all of our employees are based and work in the Province of Québec. Approximately 1,730 of our employees are unionized, and the terms of their employment are governed by one of our four regional collective bargaining agreements. Our two most important collective bargaining agreements, covering a total of approximately 1,600 employees in the Montréal and Quebec City regions, were renewed in April 2003 and expire on December 31, 2006. We also have two other collective bargaining agreements that cover the approximately

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130 unionized employees in the Chicoutimi and Hull regions. The collective bargaining agreement for our unionized Chicoutimi employees expired on December 31, 2002 and was renewed on October 9, 2003. Our collective bargaining agreement with our unionized Hull employees expired on August 31, 2003 and is currently being negotiated for renewal.

        We have had significant labor disputes in the past. The renewal in April 2003 of our collective bargaining agreements for the Montréal and Quebec City regions ended a labor dispute, which began in May 2002, that disrupted our operations, resulted in damages to our network and impaired our operating results. The terms of the new collective bargaining agreements, however, enable us to reduce our operating costs and enhance productivity and provide us with greater flexibility in the management of our operations. We believe these new agreements have resulted in operating expenses that are approximately $20 million lower, on an annualized basis, than what we would have incurred under our previous labor agreements. The terms of these new agreements include:

•

an increase in the standard number of hours worked per week;



•

greater flexibility in the management of outsourcing and working schedules;



•

reductions in employee benefits; and



•

no salary increases through 2004 and 2.5% salary increases for 2005 and 2006.

Intellectual Property

        We use a number of trademarks for our products and services. Many of these trademarks are registered by us in the appropriate jurisdictions. In addition, we have legal rights in the unregistered marks arising from their use. We have taken affirmative legal steps to protect our trademarks, and we believe our trademarks are adequately protected.

Environment

        Our operations are subject to federal, provincial and municipal laws and regulations relating to the protection of the environment, including those governing the discharge of pollutants into the air and water, the management and disposal of hazardous materials, the recycling of wastes and the cleanup of contaminated sites. Laws and regulations relating to workplace safety and worker health, which among other things, regulate employee exposure to hazardous substances in the workplace, also govern our operations.

        Compliance with these laws has not had, and management does not expect it to have, a material effect upon our capital expenditures, net income or competitive position. Environmental laws and regulations and the interpretation of such laws and regulations, however, have changed rapidly in recent years and may continue to do so in the future. The property on which our primary headend is located has contamination problems to various degrees related to historical use by previous owners as a landfill site and is listed by the authorities on their contaminated sites registry. We believe that such contamination poses no risk to public health, and we are currently updating our environmental studies to determine whether further intervention is required. Our properties, and the areas surrounding all our properties, may have had historic uses or may have current uses which could have had or have an adverse environmental impact, and which may require further study or remedial measures. No material studies or remedial measures are currently anticipated or planned by us or required by regulatory authorities with respect to our properties. However, we cannot provide assurance that all environmental liabilities have been determined, that any prior owner of our properties did not create a material environmental condition not known to us, that a material environmental condition does not otherwise exist as to any such property, or that expenditure will not be required to deal with known or unknown contamination.

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Legal Proceedings

        In October 2001, Illico Informatique inc. instituted legal action against us and Quebecor Media seeking permanent injunctive relief preventing us from using the iLLICO trademark and damages in the amount of $25,000. The plaintiff is alleging, among other matters, that it has used the "Illico" trademark since 1988 with respect to the provision of legal services, legal research services with the assistance of computers, computer science and legal publishing via telecommunications. In defense, we are arguing, among other matters, that the rights accorded to Illico Informatique inc. with respect to the "Illico" trademark are limited to case law research with the assistance of computers, that the word Illico is not proprietary to the plaintiff, that the word Illico can be found in French-language dictionaries, that the word Illico appears in the business name of more than forty businesses operating in the Province of Québec and that the word Illico is not distinctive of the services offered by the plaintiff. This legal proceeding will be heard in March 2004 in the Superior Court of Quebec.

        On March 13, 2002, an action was filed in the Superior Court of Quebec by Investissement Novacap inc., Telus Québec inc. and Paul Girard against Vidéotron, in which the plaintiffs allege that we wrongfully terminated our obligations under a share purchase agreement entered into in August 2000 and are seeking damages of approximately $26 million.

        In November 2001, we terminated a sale service agreement with Voca-tel Communications Inc., and we are being sued for damages for wrongful breach of contract in the amount of $4.7 million.

        In 1999, Regional Cablesystems Inc. (now Persona Communications Inc.) initiated an arbitration in which it is seeking an amount of $8.6 million as a reduction of the purchase price of the shares of Northern Cable Holding sold to Regional Cablesystems Inc. by CF Cable in October 1998.

        We believe that the legal actions and arbitration proceedings described above are unfounded, and we intend to vigorously defend our position in each of these matters.

        We are also involved from time to time in various claims and lawsuits incidental to the conduct of our business in the ordinary course. We carry insurance coverage in such amounts that we believe to be reasonable under the circumstances. We believe that an adverse outcome of such legal proceedings will not have a material adverse impact on our operating results or our financial condition.

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MANAGEMENT

Directors and Executive Officers

        The following table presents certain information concerning our directors and executive officers:

Name and Municipality of Residence	Age	Position
ANDRÉ BOURBONNAIS(1) Longueuil, Québec	41	Director
ROBERT DÉPATIE Rosemère, Québec	45	Director and President and Chief Executive Officer
SERGE GOUIN Montréal, Québec	60	Director and Chairman of the Board
JEAN LA COUTURE, FCA(1) Montréal, Québec	57	Director
JACQUES MALLETTE Longueuil, Québec	46	Director and Executive Vice President and Chief Financial Officer
JEAN-LOUIS MONGRAIN(1) Longueuil, Québec	60	Director
PIERRE KARL PÉLADEAU Montréal, Québec	41	Director
YVAN GINGRAS Montréal, Québec	46	Executive Vice President, Finance and Operations
BERNARD BRICAULT Quebec City, Québec	50	Vice President, Technical Quality
SYLVAIN BROSSEAU Varennes, Québec	40	Vice President, Customer Service
MARK D'SOUZA Montréal, Québec	43	Vice President and Treasurer
ANDRÉ GASCON Longueuil, Québec	42	Vice President, Information Technologies
RAYMOND MORISSETTE Montréal, Québec	42	Vice President, Control
DANIEL PROULX Montréal, Québec	45	Vice President, Engineering
SERGE REYNAUD Lorraine, Québec	48	Vice President, Human Resources and Communications
J. SERGE SASSEVILLE Montréal, Québec	45	Vice President, Legal Affairs and Secretary
ÉDOUARD G. TRÉPANIER Longueuil, Québec	52	Vice President, Public and Regulatory Affairs
CLAUDINE TREMBLAY Montréal, Québec	49	Assistant Secretary

(1)

Member of our Audit Committee.

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André Bourbonnais, Director. Mr. Bourbonnais has also been a director of Quebecor Media since December 2002. He serves as a member of the audit committee and the compensation and human resources committee of Quebecor Media. After working at the Montréal office of the law firm of Stikeman Elliott, he became an Associate and later a Partner at Transact International, a mergers and acquisitions consultancy company in Monaco. He returned to Montréal in 1993 and joined Teleglobe Inc., where he was successively Senior Legal Counsel, Executive Vice President, and Chief Legal Officer and Secretary. He then became Senior Vice President and Chief Legal Officer of Cirque du Soleil Inc. Mr. Bourbonnais joined Capital Communications CDPQ in 2001 as President of CDP Capital, Financial Services and in December 2002 was named President of CDP Capital Communications. Mr. Bourbonnais is a member of the Québec Bar and a graduate of the London School of Economics and Political Science.

Robert Dépatie, Director and President and Chief Executive Officer. Mr. Dépatie has been our President and Chief Executive Officer since June 2003. He joined us in December 2001 as Senior Vice President, Sales, Marketing and Customer Service. Before joining us, Mr. Dépatie held numerous senior positions in the food distribution industry, such as President of Distributions Alimentaires Le Marquis/Planters from 1999 to 2001 and General Manager of Les Aliments Small-Fry (Humpty Dumpty) from 1998 to 1999. From 1988 to 1998, he held various senior positions with H.J. Heinz Canada Ltd., such as Executive Vice-President from 1993 to 1998. He has also been a director of Joncas Postexperts Inc., an indirect subsidiary of Quebecor World Inc., since April 2002.

Serge Gouin, Director and Chairman of the Board. Mr. Gouin has also been Chairman of the Board of Directors of Quebecor Media since January 7, 2003. He is also a member of the executive committee of the Board of Directors of Quebecor Media and chairs its compensation and human resources committee. Mr. Gouin is Advisory Director of Citigroup Global Markets Canada Inc. From 1991 to 1996, Mr. Gouin served as President and Chief Operating Officer of Le Groupe Vidéotron Ltée. From 1987 to 1991, Mr. Gouin was President and Chief Executive Officer of Télé-Métropole Inc. Mr. Gouin is also a member of the board of directors of Astral Media Inc., Cott Corporation, Onex Corporation and Cossette Communication Group Inc.

Jean La Couture, FCA, Director. Mr. La Couture has also been a Director of Quebecor Media and the Chairman of its audit committee since May 5, 2003. Mr. La Couture, a Fellow Chartered Accountant, is President of Private Hearing Ltd., a mediation and negotiation firm, and President of Top Management Services Inc., a management firm. He also acts as President for the Mediation and Arbitration Institute of Quebec and the "Regroupement des assureurs de personnes à charte du Québec (RACQ)". From 1972 to 1994, he was President and Chief Executive Officer of three organisations, including La Garantie, Compagnie d'assurance de l'Amérique du Nord, a Canadian specialty line insurance company from 1990 to 1994. Mr. La Couture also serves as Director on the Board of Directors of several corporations, including Quebecor Inc., Quebecor Media, Groupe Pomerleau (a Quebec-based construction company), Innergex Power Income Fund, and Hydro-Québec CapiTech inc.

Jacques Mallette, Director and Executive Vice President and Chief Financial Officer. Mr. Mallette has also served as Executive Vice President and Chief Financial Officer of Quebecor Inc., Quebecor Media and Sun Media Corporation since March 2003. Prior to joining the Quebecor group of companies, Mr. Mallette was President and Chief Executive Officer of Cascades Boxboard Group Inc., where he started as Vice President and Chief Financial Officer in 1994. He also serves as director of a number of subsidiaries of Quebecor Media. Mr. Mallette has been a member of the Canadian Institute of Chartered Accountants since 1982.

Jean-Louis Mongrain, Director. Mr. Mongrain has also been a director of Quebecor Media since December 13, 2002. Mr. Mongrain is an experienced banker, who successively worked for the Royal Bank of Canada and the Laurentian Bank. Mr. Mongrain graduated from Sherbrooke University where he obtained a master's degree in commerce. He worked for more than 10 years for the Royal Bank of Canada where he occupied various functions in the commercial and corporate banking sectors. After that, he worked for the

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Laurentian Bank from 1989 to 2000 where he served as head of the credit functions of the bank as well as President of the credit committee. He was responsible for the updating of the credit policies and was also involved in several due diligence investigations in connection with various acquisitions.

Pierre Karl Péladeau, Director. Mr. Péladeau is President and Chief Executive Officer of Quebecor Inc. and President and Chief Executive Officer of Quebecor Media. Mr. Péladeau joined Quebecor's communications division in 1985 as Assistant to the President. From 1989 until 1991, Mr. Péladeau was Vice-President, Operations of Quebecor Group Inc., and he was appointed President in 1991. In 1994, Mr. Péladeau helped establish Quebecor Printing Europe and, as its President, oversaw its growth through a series of acquisitions in France, the United Kingdom, Spain and Germany to become one of Europe's largest printers by 1997. In 1997, Mr. Péladeau became Executive Vice President and Chief Operating Officer of Quebecor Printing Inc. (which has since become Quebecor World Inc.). In 1999, Mr. Péladeau became President and Chief Executive Officer of Quebecor Inc. Mr. Péladeau was also our President and Chief Executive Officer from July 2001 until June 2003. Mr. Péladeau sits on the boards of directors of numerous companies in the Quebecor group and is active in many charitable and cultural organizations.

Yvan Gingras, Executive Vice President, Finance and Operations. Mr. Gingras joined us in 2001 as Senior Vice President, Finance and Administration and was appointed Executive Vice President, Finance and Operations in July 2003. Prior to joining us, Mr. Gingras was Vice President and Controller of Abitibi-Consolidated Inc. from 2000 to 2001. He also held several positions, including senior management functions, with Donohue Inc. from 1981 to 2000. Mr. Gingras has been a member of the Canadian Institute of Chartered Accountants since 1980.

Bernard Bricault, Vice President, Technical Quality. Mr. Bricault has served as Vice President, Technical Quality since September 1997. Mr. Bricault has been with us for more than 20 years and has held various senior mangement positions since 1987.

Sylvain Brosseau, Vice President, Customer Service. Mr. Brosseau has served as Vice President, Customer Service since July 2003. From 1996 to July 2003, Mr. Brosseau held various management positions with us, including Executive Director, Customer Service and Executive Director, Technical Support.

Mark D'Souza, Vice President and Treasurer. Mr. D'Souza also serves as Vice President and Treasurer of Quebecor Media and Quebecor Inc. He was Chief Financial Officer of Quebecor World Europe from June 2000 to April 2002. He was Vice President and Treasurer of Quebecor World Inc. from September 1997 to June 2000. Prior to joining the Quebecor group of companies, he served as Director, Finance of Société Générale de Financement du Québec from March 1995 to September 1997 and served in corporate finance positions at the Royal Bank of Canada and Union Bank of Switzerland from July 1989 to March 1995.

André Gascon, Vice President, Information Technologies. Mr. Gascon joined us in October 2003. Prior to his appointment as Vice President, Information Technologies, Mr. Gascon served for more than two years as Team Manager of Service Conseil Mona inc., an information technology consulting firm based in Montréal. From 1998 to 2001, he was Director, Information Technology of Microcell Telecommunications Inc. Between 1986 and 1998, Mr. Gascon has held various management positions relating to information technology with Larochelle Gratton inc. and Société de Transport de Laval. Mr. Gascon holds a master degree in business administration from the Sherbrooke University.

Raymond Morissette, Vice President, Control. Mr. Morissette joined us in February 2002 as Vice President, Control. Prior to joining us, he was Controller for the Northern Canadian and England Papermill Groups for Abitibi-Consolidated Inc. from 2000 to 2002. He was Director, Corporate Development of Donohue Inc. from 1999 to 2000. Mr. Morissette holds a doctorate in accounting from the University of Waterloo and taught accounting at École des Hautes Études Commerciales in Montréal from 1996 to 1999. Mr. Morissette has been a chartered accountant since 1986 and a certified management accountant since 1992. Mr. Morissette has also been a member of the board of directors of a non-profit organization for the arts since 2002.

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Daniel Proulx, Vice President, Engineering. Prior to his appointment as Vice President Engineering in July 2003, Mr. Proulx served as our Vice President, Information Technology. Mr. Proulx has held various management positions since joining us in 1995.

Serge Reynaud, Vice President, Human Resources and Communications. Mr. Reynaud joined us in January 2003 as Vice President, Human Resources. From October 1999 to December 2002, he was Chief Administration Officer of Quebecor World Europe, a division of Quebecor World Inc. He also was Vice President, Human Resources of Quebecor Printing Inc. (which has since become Quebecor World Inc.) from 1997 to 1999. From 1993 to 1997, Mr. Reynaud was Director of Human Resources, Europe and Canada of Abbott Laboratories and Director, Organizational Development of Domtar Inc.

J. Serge Sasseville, Vice President, Legal Affairs and Secretary. Mr. Sasseville was appointed our Vice President, Legal Affairs and Secretary in November 2001. He is also Vice President, Strategy, Legal and Corporate Affairs and Corporate Secretary, Cable TV and Internet Portals of Quebecor Media and Vice-President, Legal Affairs and Secretary of Netgraphe Inc. Mr. Sasseville has held various senior management positions in the Quebecor group of companies since 1987. Mr. Sasseville is and has been a member of the boards of numerous organizations promoting Canadian cultural and entertainment industries. He has been a member of the Québec Bar since 1981.

Edouard G. Trépanier, Vice President, Public and Regulatory Affairs. Mr. Trépanier also serves as Vice President, Regulatory Affairs of Quebecor Media. Mr. Trépanier was our Director, Regulatory Affairs from 1994 to 2001. Prior to joining us in 1994, he held several positions at the CRTC, including Interim General Director of Operations, Pay-television and Speciality Services. Prior to joining the CRTC, Mr. Trépanier worked as a television producer for TVA Group Inc., Rogers Communications Inc. and the Canadian Broadcasting Corporation in Ottawa. Mr. Trépanier is and has been a member of the boards of numerous cable industry organizations.

Claudine Tremblay, Assistant Secretary. Ms. Tremblay is currently Director, Corporate Services and has been Assistant Secretary of Quebecor Media since its inception. Since August 1998, Ms. Tremblay has been Assistant Secretary of Quebecor Inc. She also serves as either Secretary or Assistant Secretary of various subsidiaries of Quebecor Media. Ms. Tremblay was Assistant Secretary and Administrative Assistant at the National Bank of Canada from 1979 to 1988. She has also been a member of the Chambre des Notaires du Québec since 1977.

Board of Directors

        Our board of directors has five directors. Each director is selected by Quebecor Media, our sole shareholder, to serve until a successor director is elected or appointed. On October 9, 2003, we formed a three-person audit committee, which is composed of a majority of independent members.

Compensation of Directors and Executive Officers

        Except for our President and Chief Executive Officer, Mr. Robert Dépatie, all of our directors are also directors of Quebecor Media, and, as such, do not receive any remuneration in their capacity as directors of Vidéotron, except for the members of our audit committee who receive attendance fees of $1,200 per meeting and Mr. La Couture who receives an annual fee of $3,500 to act as Chairman of the committee. Our directors are reimbursed for their reasonable out-of-pocket expenses incurred in connection with meetings of our board of directors and our audit committee.

        The aggregate amount of compensation we paid for the year ended December 31, 2002 to our executive officers as a group, excluding those who are also executive officers of, and compensated by, Quebecor Media, was $1.6 million, including salaries, bonuses and profit-sharing payments.

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Quebecor Media's Stock Option Plan

        On January 29, 2002, Quebecor Media established a stock option plan to attract, retain and provide incentives to directors, executive officers and key contributors to the success of Quebecor Media and its subsidiaries. The compensation committee of Quebecor Media is responsible for the administration of this stock option plan and, as such, designates the participants under this stock option plan and determines the number of options granted, the vesting schedule, the expiry date and any other conditions applicable to such options.

        All of the options granted under this stock option plan entitle the holder thereof to acquire common shares of Quebecor Media. Each option may be exercised within a maximum period of ten years following the date of grant at an exercise price not lower than the fair market value of the common shares as determined by the compensation committee (if the common shares of Quebecor Media are not listed at the time of the grant) or the market price (as defined in this stock option plan) of the common shares on the stock exchanges where such shares are listed at the time of the grant, as the case may be. Unless authorized by the compensation committee for a change in control transaction, no option may be exercised by an optionee if the shares of Quebecor Media have not been listed on a recognized stock exchange.

        Except under specific circumstances and unless the compensation committee decides otherwise, options vest over a five-year period in accordance with one of the following vesting schedules as determined by the compensation committee at the time of the grant: (1) equally over five years with the first 20.0% vesting on the first anniversary of the date of the grant; (2) equally over four years with the first 25.0% vesting on the second anniversary of the date of the grant; and (3) equally over three years with the first 33.3% vesting on the third anniversary of the date of the grant.

        On December 31, 2007, if the shares of Quebecor Media have not been so listed, optionees will have until January 31, 2008 to exercise their vested options, which period we refer to as the private company window. An additional private company window (from January 1^st, 2010 to January 31, 2010) was recently approved by the board of directors of Quebecor Media. At the time an optionee exercises his or her options, such optionee may request to receive in lieu of the underlying common shares a cash amount, or a cash exercise, representing the difference between the exercise price of the option and the fair market value or the trading price, as the case may be, of the underlying common shares at the time of exercise. For any cash exercises, and in particular for the anticipated multiple cash exercises if the private company window is in effect, Quebecor Media may elect to pay all amounts owing in several installments if it is determined by Quebecor Media that it would be prudent to do so based on its financial condition. Options not exercised prior to their expiration will be forfeited and may be re-issued pursuant to this stock option plan.

        The maximum number of common shares of Quebecor Media that may be issued under this stock option plan is 433,000,000 common shares, and no optionee may hold options covering more than 5.0% of the issued and outstanding shares of Quebecor Media.

        During the year ended December 31, 2002 and the nine months ended September 30, 2003, our executive officers were granted options to purchase common shares of Quebecor Media at a price determined by the compensation committee of Quebecor Media in accordance with the terms and conditions of this stock option plan.

Pension Benefits

        Both Quebecor Media and we maintain pension plans for our non-unionized employees.

        Quebecor Media's pension plan provides higher pension benefits to eligible executive officers than those provided to other employees. The higher pension benefits under this plan equal 2.0% of average salary over the best five consecutive years of salary (including bonuses), multiplied by the number of years of membership in the plan as an executive officer. The pension benefits so calculated are payable at the normal retirement age of 65 years, or sooner at the election of the executive officer, and from the age of 61 years

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without actuarial reduction. In addition, the pension benefits may be deferred, but not beyond the age limit under the relevant provisions of the Income Tax Act (Canada), in which case the pension benefits are adjusted to take into account the delay in their payment in relation to the normal retirement age. The maximum pension benefits payable under Quebecor Media's pension plan are as prescribed by the Income Tax Act (Canada). An executive officer contributes to this plan an amount equal to 5.0% of his or her salary not exceeding $86,111 (the salary generating the maximum pension payable in accordance with the Income Tax Act (Canada)), for a maximum contribution of $4,305 per year.

        Our pension plan provides pension benefits to our executive officers equal to 2.0% of salary (excluding bonuses) for each year of membership in the plan. The pension benefits so calculated are payable at the normal retirement age of 65 years, or sooner at the election of the executive officer, subject to an early retirement reduction. In addition, the pension benefits may be deferred, but not beyond the age limit under the relevant provisions of the Income Tax Act (Canada), in which case the pension benefits are adjusted to take into account the delay in their payment in relation to the normal retirement age. The maximum pension benefits payable under our pension plan are as prescribed under the Income Tax Act (Canada). An executive officer contributes to this plan an amount equal to 5.0% of his or her salary up to a maximum of $3,500 per year.

        The table below indicates the annual pension benefits that would be payable at the normal retirement age of 65 years under both Quebecor Media's and our pension plans:

	Years of Membership
Compensation
	10		15		20		25		30
$86,111 or more	$	17,222	$	25,833	$	34,444	$	43,056	$	51,667

Supplemental Retirement Benefit Plan for Designated Executives

        In addition to Quebecor Media's and our pension plans, both Quebecor Inc., or Quebecor, and we provide supplemental retirement benefits to certain designated executives. Two senior executive officers of Quebecor Media and its subsidiaries are participants under Quebecor's supplemental retirement benefit plan, and two of our senior executive officers are participants under our supplemental retirement benefit plan.

        The benefits payable to the two senior executive officers who participate in Quebecor's supplemental retirement benefit plan are calculated on the basis of their respective average salaries (including bonuses) for the best five consecutive years. The pension is payable for life without reduction from the age of 61. In case of death after retirement and from the date of death, Quebecor's supplemental retirement benefit plan provides for the payment of a joint and survivor pension to the eligible surviving spouse, representing 50.0% of the retiree's pension for a period of up to ten years.

        As of December 31, 2002, one of Quebecor Media's (or one of its subsidiary's) senior executive officers had a credited service of 0.7115 years under Quebecor's supplemental retirement benefit plan while the other senior executive officer will begin to accrue credited service under such plan on January 1, 2004.

        The benefits payable to our two senior executive officers who participate in our supplemental retirement benefit plan are calculated on the basis of their respective average salaries (excluding bonuses) for the best five consecutive years. The benefits so calculated are payable at the normal retirement age of 65 years, or sooner at the election of the senior executive officer, subject to an early retirement reduction. In case of death after retirement and from the date of death, our supplemental retirement benefit plan provides for the payment of a joint and survivor pension to the eligible surviving spouse representing 60.0% of the retiree's pension.

        As of December 31, 2002, one of our senior executive officers had a credited service of 1.3644 years under our supplemental retirement benefit plan, while a second senior executive officer began to accrue service on February 4, 2003 under such plan.

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        The table below indicates the annual supplemental pension that would be payable at the normal retirement age of 65 years:

	Years of Credited Service
Compensation
	10		15		20		25		30
$   300,000	$	42,778	$	64,167	$	85,556	$	106,945	$	128,333
400,000		62,778		94,167		125,556		156,945		188,333
500,000		82,778		124,167		165,556		206,945		248,333
600,000		102,778		154,167		205,556		256,945		308,333
800,000		142,778		214,167		285,556		356,945		428,333
1,000,000		182,778		274,167		365,556		456,945		548,333
1,200,000		222,778		334,167		445,556		556,945		668,333
1,400,000		262,778		394,167		525,556		656,945		788,333

Liability Insurance

        Quebecor Inc. carries liability insurance for the benefit of its directors and officers, as well as for the directors and officers of its direct and indirect subsidiaries, including us and some of our associated companies, against certain liabilities incurred by them in such capacity.

OUR SHAREHOLDER

        We are a wholly-owned subsidiary of Quebecor Media. Quebecor Media is a leading Canadian-based media company with interests in newspaper publishing operations, television broadcasting, business telecommunications, book and magazine publishing and new media services, as well as our cable operations. Through these interests, Quebecor Media holds leading positions in the creation, promotion and distribution of news, entertainment and Internet-related services that are designed to appeal to audiences in every demographic category. In addition, Quebecor Media is the largest French-language media company in North America and, through its various operations, reaches every week approximately 95% of the French-speaking population and 41% of the English-speaking population in Canada.

        Quebecor Media is 54.7% owned by Quebecor Inc., a communications holding company, and 45.3% owned by CDP Capital-Communications. Quebecor Inc.'s primary assets are its interests in Quebecor Media and Quebecor World Inc., the world's largest commercial printer. CDP Capital-Communications is a wholly-owned subsidiary of Caisse de dépôt et placement du Québec, Canada's largest pension fund with over $129 billion in assets under management.

        Quebecor Media is neither an obligor nor a guarantor of our obligations under the notes being offered hereby.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        The following describes some transactions in which we and our directors, executive officers and affiliates are involved. We believe that each of the transactions described below was on terms no less favorable to us than could have been obtained from independent third parties.

Video-On-Demand Services

        Groupe Archambault Inc., or Archambault, which is a subsidiary of Quebecor Media, was granted a video-on-demand service license by the CRTC in July 2002. Effective March 1, 2003, we entered into an affiliation agreement with Archambault granting us the non-exclusive right to offer Archambault's video-on-demand services to our customers. This agreement provides that we pay to Archambault 62% of all revenues generated from the fees paid by our customers to use Archambault's video-on-demand services. This agreement expires on August 31, 2008, which is also the expiration date of Archambault's CRTC license, but

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if Archambault obtains a renewed video-on-demand license from the CRTC, this agreement will be automatically renewed for a period equal to the length of this renewed license.

        In connection with this affiliation agreement, we also entered into a video-on-demand services agreement with Archambault. Pursuant to this services agreement, we have agreed to provide various technical services to Archambault to enable it to provide to our customers its video-on-demand services over our network. In consideration of these technical services, Archambault will pay us a fee of 8% of all revenues generated from fees paid by our customers to use Archambault's video-on-demand services. The term of this agreement is the same as that of the affiliation agreement.

        For the nine months ended September 30, 2003, we paid a fee of $0.5 million to Archambault under the affiliation agreement, and we received a fee of $0.1 million from Archambault under the services agreement.

Telecommunications Services

        We have entered into several contracts with Vidéotron Télécom ltée, or VTL, a business telecommunications company 66²/3% controlled by Quebecor Media, for the provision or exchange of telecommunications services.

Telecommunications Services Agreements

        In September 1999, we entered into a fifteen-year agreement pursuant to which VTL provides us with inter-city connections for the transmission of both one-way and two-way video and telephony signals. Under the agreement, VTL also leases to us fiber-optic and other equipment and provides maintenance and management services for our inter-city transmission circuits. We have an option to renew the contract for an additional fifteen year-term upon its expiration in 2014. In addition, in December 2000, we entered into a five-year contract, automatically renewable for one-year periods thereafter, pursuant to which VTL provides us with intra-city transmission and other telecommunications services.

Fiber Optic Maintenance Agreement

        In September 1999, we entered into a long-term mutual maintenance agreement pursuant to which VTL provides maintenance services on our fiber optic strands that are located within VTL's fiber optic cables, and we provide the same services on VTL's fiber optic strands that are located within our fiber optic cables. Each party is billed monthly for the costs attributable to the maintenance of such party's fiber optic strands.

Internet Services Agreements

        We provide dial-up and high-speed Internet access to our customers through our wholly-owned subsidiary, Vidéotron (1998) ltée. In September 1999, Vidéotron (1998) ltée entered into two agreements with a wholly-owned subsidiary of VTL, Vidéotron Télécom (1998) ltée, or VTL 1998, relating to the provision of Internet access services to their respective customers. Both agreements had an initial term of three years with automatic renewal provisions for twelve-month periods thereafter. We have indicated to VTL our intent not to renew these agreements on their current terms.

        For the twelve months ended December 31, 2002, we paid to VTL a total of $22.5 million in access fees, and for the nine months ended September 30, 2003, we paid to VTL a total of $10.5 million under these service agreements.

Cable Inside Wire

        On February 8, 2002, we sold our cable inside wire in multi-dwelling units, or MDUs, to a wholly-owned subsidiary of Quebecor Media, Câblage QMI, for proceeds of approximately $19.5 million paid in preferred shares of Câblage QMI, $6.6 million of which have been redeemed. Concurrently with this sale, we also entered into a five-year access agreement with Câblage QMI granting us the right to use its cable inside wire in MDUs for our customers subject to a fee of $5.00 per month per customer for which we are using cable inside wire owned by Câblage QMI. On September 3, 2002, the CRTC established a fee of $0.52 per

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subscriber per month for the use of cable inside wire in MDUs. Since September 3, 2002, Câblage QMI has therefore charged an access fee of $0.52 per month per subscriber. Câblage QMI unsuccessfully contested the CRTC's decision before the courts.

        We currently use cable inside wiring owned by Câblage QMI to deliver our cable and Internet access services to approximately 175,000 customers. For the nine months ended September 30, 2003, we paid a total of $0.8 million in fees pursuant to our access agreement with Câblage QMI.

Call Center and Customer Support Agreement

        On May 3, 2002, we entered into a service agreement with Joncas Télexperts, a division of Joncas Postexperts Inc., or Joncas, an indirect subsidiary of Quebecor World Inc., itself an indirect subsidiary of Quebecor Inc. Under this service agreement, Joncas has agreed to provide us with certain administrative services, including the planning, set-up, operation and management of a new call center located in Montréal, and to provide operational and management services related to a second call center located in Montréal. These call centers offer us sales and after-sales customer support for our cable television and Internet access customers. The agreement terminates on December 31, 2004 and will be automatically renewed thereafter for successive one year periods, unless notice to the contrary is provided by either us or Joncas. The total amount we will pay to Joncas under this agreement in 2003 will be approximately $11 million.

Management Services and Others

        We have earned revenue from TVA Group for providing it with access to a specialty advertising channel carried on our network and incurred expenses for purchases and services obtained from related companies at prices and conditions prevailing on the market, as summarized below. The majority of our related party purchases were related to the telecommunications and Internet services agreements described above and for programming purchases, advertising purchases, outsourcing of call center operations and information technology services.

        The following table presents the amounts of our revenues, accounts receivable, purchases, accounts payable and fixed assets from transactions with related parties during the periods indicated:

	Year Ended December 31,				Nine Months Ended September 30,
	2001		2002		2003
					(unaudited)
	(dollars in millions)
Revenues	$	1.8	$	1.7	$	1.2
Accounts receivable		2.1		11.8		22.7
Purchases		46.7		56.8		39.5
Accounts payable		19.4		26.9		10.1
Fixed assets		5.0		3.9		0.7
Assumption of current liabilities		—		—		(2.7	)

        We entered into a five-year management services agreement with Quebecor Media for services it provides to us, including internal audit, legal and corporate, financial planning and treasury, tax, real estate, human resources, risk management, public relations and other services. Under this agreement, management fees paid to Quebecor Media were $2.4 million for the year ended December 31, 2002. Management fees payable to Quebecor Media will amount to $5.3 million for the year ended December 31, 2003 and will be agreed upon for the years 2004, 2005 and 2006.

Indebtedness to Quebecor Media

        We have also entered into a subordinated loan agreement with Quebecor Media. See "Description of Certain Indebtedness — Indebtedness to Quebecor Media."

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DESCRIPTION OF CERTAIN INDEBTEDNESS

Credit Facilities

General

        On November 28, 2000, we entered into a credit agreement that provides for:

•

a five-year, $150.0 million revolving credit facility;



•

a seven-year, $486.6 million Term A-1 loan; and



•

an eight-year, $271.3 million Term B loan.

        The proceeds of the revolving credit facility are to be used exclusively for our working capital purposes and capital expenditures, and those of some of the guarantors (named in our credit agreement) and their subsidiaries, and may not be used to refinance indebtedness.

        On October 8, 2003 and concurrently with the closing of the offering of the old notes, we amended our credit agreement to, among other things:

•

reduce the aggregate amount we may borrow under our revolving credit facility from $150.0 million to $100.0 million and extend its maturity to October 2008;



•

create a $368.1 million Term C loan, which shall mature in October 2008;



•

permit us to issue or incur senior and unsecured debt up to a maximum aggregate amount of $200.0 million if we meet our financial tests on a pro forma basis; and



•

exempt any net proceeds from offerings of the unsecured debt permitted in the bullet point above from the mandatory prepayment provisions of our credit agreement, which will entitle us to make distributions with these net proceeds.

        We also amended our credit facilities to allow, among other things, repayment of interest on subordinated debt, payment of management fees or other similar expenses to our direct or indirect parent and transactions for the primary purpose of creating tax benefits.

        In addition, on October 8, 2003 and concurrently with the closing of the offering of the old notes, we applied $368.1 million of borrowings under our Term C loan to the use described under "Use of Proceeds" and fully repaid the then outstanding balances of our Term A-1 loan, our Term B loan and our revolving credit facilities. Therefore, following these amendments and repayments, our credit facilities were comprised of a $100.0 million revolving credit facility and a $368.1 million Term C loan.

        The following is a summary of the general terms and conditions of our credit facilities, as amended, and is qualified in its entirety by reference to the documentation entered into in connection with our credit facilities, as amended. A copy of each of the credit agreement, as amended, and the other documents into which we entered has been filed as an exhibit to the registration statement that includes this prospectus.

Interest Rate, Fees and Payments

        Advances under our revolving credit facility and Term C loan will bear interest at the Canadian prime rate, the bankers' acceptance rate or the London Interbank Offered Rate (LIBOR) plus, in each instance, an applicable margin determined by the ratio of debt to EBITDA (as defined in our credit agreement) of the Vidéotron Group (as defined in our credit agreement). The applicable margin for Canadian prime rate advances ranges from 0.125% when this ratio is less than or equal to 4.0x, to 0.50% when this ratio is greater than 4.5x. The applicable margin for LIBOR advances and bankers' acceptance advances ranges from 1.125% when this ratio is less than or equal to 4.0x, to 1.50% when this ratio is greater than 4.5x. We have agreed to pay a facility fee based on the aggregate amount available to borrow under our revolving credit

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facility and Term C loan ranging from 0.375% when the ratio of debt to EBITDA (as defined in our credit agreement) is less than or equal to 4.0x, to 0.50% when this ratio is greater than 4.5x.

Principal Repayments and Prepayment

        Our revolving credit facility will be repayable in full in September 2008. We will be required to make quarterly payments aggregating $50.0 million per year on our Term C loan, with the balance being repayable in full on its maturity date. Subject to certain exceptions, we are required to apply 100% of the net cash proceeds of asset sales or transfers to repay borrowings under our Term C loan, unless we reinvest these proceeds within specified periods and for specific purposes. We are also required to apply 75% of the net cash proceeds of any public or private offering of debt, equity securities or subordinated debt to repay borrowings under our Term C loan. We are also required to apply 50% of excess cash flow to repay borrowings under our Term C loan if Vidéotron Group's ratio of debt to EBITDA (as defined in the credit agreement) is greater than or equal to 4.0x. Finally, we are required to apply proceeds from insurance settlements of up to $5.0 million to repay borrowings under our Term C loan.

        Except for advances bearing interest at the bankers' acceptance rate or LIBOR, borrowings under our Term C loan may be prepaid at any time, in whole or in part, at our option.

Security and Guarantees

        Borrowings under our credit facilities and under eligible derivative instruments are secured by a first-ranking hypothec or security interest (subject to certain permitted encumbrances) on all our current and future assets, as well as those of the guarantors under the credit facilities, guarantees by members of the Vidéotron Group, pledges of shares by us and certain of the guarantors under the credit facilities, security given by us under section 427 of the Bank Act (Canada) and other security.

Covenants

        The credit facilities contain customary covenants that restrict and limit our ability and the ability of each member of the Vidéotron Group to, among other things, enter into merger or amalgamation transactions or liquidate or dissolve, grant encumbrances, sell assets, pay dividends or make other distributions, issue shares of capital stock, incur indebtedness, enter into related party transactions and acquire other entities. In addition, the credit facilities require us and the Vidéotron Group to comply with various financial covenants.

Events of Default

        Our credit facilities contain customary events of default including the non-payment of principal or interest, the breach of any financial covenant, the failure to perform or observe any other covenant, the bankruptcy of us or any guarantor of our credit agreement, a default by us or any guarantor of our credit agreement in respect of any indebtedness in excess of $10.0 million, the making of any materially incorrect or incomplete representation or warranty, the occurrence of a material adverse change and the occurrence of any change of control.

CF Cable Notes

        On July 11, 1995, CF Cable issued the CF Cable notes guaranteed by its subsidiaries. Chemical Bank, now JPMorgan Chase Bank, serves as the trustee for the CF Cable notes. The notes have a par value of US$94.7 million, bear interest at the rate of 9.125%, have a principal outstanding amount of US$75.6 million and mature in 2007. They are redeemable at the option of CF Cable on or after July 15, 2005 at 100% of their principal amount. They are secured by first-ranking hypothecs on substantially all of the assets of CF Cable and its subsidiaries. The indenture governing the CF Cable notes contains customary restrictive covenants and events of default, including limitations on the incurrence of debt and first priority debt.

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Indebtedness to Quebecor Media

        On March 24, 2003, we entered into a subordinated loan agreement with Quebecor Media pursuant to which Quebecor Media agreed to provide us with a subordinated loan in the principal amount of $150.0 million bearing interest at the three-month bankers' acceptance rate plus a 1.5% margin. The proceeds of this subordinated loan were used to reduce outstanding indebtedness under our credit facilities. As a condition to the completion of the offering of the old notes, the terms of this subordinated loan were amended such that interest throughout the term of the loan is payable in cash at our option. Under the terms of the indenture governing the notes, all cash payments on this loan are restricted payments treated in the same manner as dividends on our common shares.

        Our obligations under this loan are subordinated in right of payment to the prior payment in full of all our existing and future indebtedness under our credit facilities. In addition, the holders of all our other senior indebtedness, including the notes, will be entitled to receive payment in full of all amounts due on or in respect of all our other existing and future senior indebtedness before Quebecor Media is entitled to receive or retain payment of principal under this loan.

        The subordinated loan agreement also provides that, for so long as indebtedness, obligations and liabilities are due and owing to the creditors under our credit facilities, Quebecor Media shall not be entitled to enforce its rights under this subordinated loan agreement without the prior consent of the administrative agent under the credit facilities.

        On October 8, 2003, the terms of this subordinated loan were amended such that interest throughout the term of the loan is payable in cash at our option.

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THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

        On October 8, 2003, we sold the old notes in a private placement exempt from the registration requirements of the Securities Act to Banc of America Securities LLC, Citigroup Global Markets Inc., RBC Dominion Securities Corporation, Scotia Capital (USA) Inc., TD Securities (USA) Inc., Harris Nesbitt Corp., Credit Suisse First Boston LLC, CIBC World Markets Corp. and NBF Securities (USA) Corp., as initial purchasers. The initial purchasers then resold the old notes pursuant to an offering memorandum, dated October 2, 2003, in reliance upon Rule 144A and Regulation S under the Securities Act. On October 8, 2003, we and the subsidiary guarantors entered into a registration rights agreement with the initial purchasers. A copy of the registration rights agreement has been filed as an exhibit to the registration statement that includes this prospectus, and the summary of some of the provisions of the registration rights agreement under "The Exchange Offer" does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the registration rights agreement.

        Under the registration rights agreement, we agreed, among other things, to:

•

file an exchange offer registration statement with the SEC with respect to a registered offer to exchange without novation the old notes for the new notes no later than November 24, 2003;



•

use our best efforts to cause the exchange offer registration statement to be declared effective under the Securities Act no later than February 5, 2004; and



•

keep the registered exchange offer open for not less than 30 days after the date notice of the registered exchange offer is mailed to the holders of the old notes.

        Under the registration rights agreement, we also agreed that in the event that:

•

applicable law or SEC policy does not permit us to effect the exchange offer;



•

the exchange offer is not consummated by April 5, 2004;



•

we receive a request prior to the 20th day following the consummation of the registered exchange offer from any initial purchaser that is a broker-dealer with respect to old notes acquired directly from us or one of our affiliates; or



•

we receive a request prior to the 20th day following the consummation of the registered exchange offer from any holder of old notes who is prohibited by applicable law or SEC policy from participating in the exchange offer or who may not resell the new notes acquired in the exchange offer without delivering a prospectus and this prospectus is not appropriate or available for such resales by this holder,

we will, at our cost, as soon as practicable, file a shelf registration statement covering resales of the old notes or the new notes, use our best efforts to cause the shelf registration statement to be declared effective and use our best efforts to keep the shelf registration statement effective until the earlier of October 8, 2005 and the date when all of the old notes or the new notes covered by the shelf registration statement have been sold pursuant to the shelf registration statement. In the event a shelf registration statement is filed, we will, among other things, provide to each holder for whom the shelf registration statement was filed copies of the prospectus that is a part of the shelf registration statement, notify each of these holders when the shelf registration statement has become effective and take certain other actions as are required to permit unrestricted resales of the old notes or the new notes.

        A holder selling old notes or new notes pursuant to a shelf registration statement would be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with these sales and will be bound by the applicable provisions of the registration rights agreement (including certain indemnification obligations).

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        Pursuant to the registration rights agreement, we will be required to pay special interest if a registration default exists. A registration default will exist if:

•

on or prior to November 24, 2003, the exchange offer registration statement has not been filed with the SEC;



•

on or prior to February 5, 2004, the exchange offer registration statement has not been declared effective;



•

on or prior to March 8, 2004, the registered exchange offer has not been consummated;



•

we are required to file the shelf registration statement pursuant to the registration rights agreement and:



•

the shelf registration statement has not been filed with the SEC on or prior to 45 days (or if the 45th day is not a business day, on the next business day) after the date on which the obligation to file the shelf registration statement arose under the registration rights agreement; or



•

the shelf registration statement has not been declared effective on or prior to 120 days (or if the 120th day is not a business day, on the next business day) after the date on which the obligation to file the shelf registration statement arose under the registration rights agreement; or



•

after either the exchange offer registration statement or the shelf registration statement has been declared effective, the exchange offer registration statement or the shelf registration statement ceases to be effective or usable (subject to certain exceptions) in connection with the resales of the old notes or the new notes in accordance with and during the periods specified in the registration rights agreement.

Special interest will accrue on the principal amount of the notes and the new notes (in addition to the stated interest on the notes and the new notes) from and including the date on which any of the registration defaults described above shall have occurred to but excluding the date on which all registration defaults have been cured. Special interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of a registration default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall this rate exceed 1.0% per annum.

        We are conducting the exchange offer to satisfy our obligations under the registration rights agreement. If you participate in the exchange offer, you will, with limited exceptions, receive new notes that are freely tradeable and not subject to restrictions on transfer. You should read the discussion under "— Resales of New Notes" for more information regarding your ability to transfer the new notes.

        The exchange offer is not being made to, nor will we accept tenders for exchange from, holders of old notes in any jurisdiction in which the exchange offer or the acceptance of the exchange offer would not be in compliance with the securities laws or blue sky laws of such jurisdiction.

Terms of the Exchange Offer

        We are offering, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, to exchange up to US$335,000,000 aggregate principal amount of the new notes for a like aggregate principal amount of outstanding old notes. We will accept for exchange any and all old notes that are properly tendered on or prior to 5:00 p.m., New York City time, on                        , 2003, or such later time and date to which we extend the exchange offer. We will issue US$1,000 principal amount of the new notes in exchange for each US$1,000 principal amount of outstanding old notes accepted in the exchange offer. You may tender some or all of your old notes pursuant to the exchange offer; however, old notes may only be tendered in integral multiples of US$1,000 in principal amount.

        As of the date of this prospectus, US$335,000,000 in aggregate principal amount of the old notes were outstanding. This prospectus, together with the letter of transmittal, is being sent to all holders of the old notes known to us. Our obligation to accept old notes for exchange pursuant to the exchange offer is subject to certain conditions as set forth below under "— Conditions to the Exchange Offer."

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        The exchange agent will act as agent for the tendering holders for the purpose of receiving the new notes from us. If any tendered old notes are not accepted for exchange because of an invalid tender or otherwise, certificates for the unaccepted old notes will be returned, without expense, to the tendering holder as promptly as practicable after the expiration date.

        Holders of the old notes do not have appraisal or dissenters' rights under the laws of the State of New York or the indenture. We intend to conduct the exchange offer in accordance with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations under the Securities Act and the Exchange Act.

None of us, our board of directors and our management recommends that you tender or not tender your old notes in the exchange offer. In addition, no one has been authorized to make any such recommendation. You must make your own decisions whether to participate in the exchange offer and, if you choose to participate, as to the aggregate principal amount of your old notes to tender, after reading carefully this prospectus and the letter of transmittal. We urge you to consult your financial and tax advisors in making your decision on what action to take.

Conditions to the Exchange Offer

        You must tender your old notes in accordance with the requirements of this prospectus and the letter of transmittal to participate in the exchange offer.

        Notwithstanding any other provision of the exchange offer, or any extension of the exchange offer, we are not required to accept for exchange any old notes, and we may terminate or amend the exchange offer, if we determine at any time prior to the expiration date that the exchange offer violates applicable law or any applicable interpretation of applicable law by the staff of the SEC.

        In addition, we will not be obligated to accept for exchange the old notes of any holder that has not made to us:

•

the representations described under "— Procedures for Tendering Old Notes — Representations Made by Tendering Holders of Old Notes" and "Plan of Distribution;" and



•

any other representations reasonably necessary under applicable SEC rules, regulations or interpretations to make available to us an appropriate form for registration of the new notes under the Securities Act.

        The foregoing conditions are for our sole benefit, and we may assert them regardless of the circumstances giving rise to any such condition, or we may waive the conditions, completely or partially, whenever or as may times as we may choose, in our sole discretion. Our failure at any time to exercise any of the above rights will not be a waiver of those rights, and each right will be deemed an ongoing right that may be asserted at any time. Any determination by us concerning the events described above will be final and binding upon all parties. If we determine that a waiver of conditions materially changes the exchange offer, this prospectus will be amended or supplemented, and the exchange offer extended, if appropriate, as described under "— Expiration Date; Extensions; Amendments."

        In addition, at any time when any stop order is threatened or in effect with respect to the registration statement that includes this prospectus or with respect to the qualification of the indenture under the Trust Indenture Act of 1939, we will not accept for exchange any old notes tendered, and no new notes will be issued in exchange for any such old notes.

Expiration Date; Extensions; Amendments

        The expiration date of the exchange offer will be 5:00 p.m., New York City time, on                        , 2003, unless we, in our sole discretion, extend the expiration date of the exchange offer. If we extend the expiration date of the exchange offer, the expiration date of the exchange offer will be the latest time and date to which the exchange offer is extended. We will notify the exchange agent by oral or written notice of

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any extension of the expiration date and make a public announcement of this extension no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

        In addition, we expressly reserve the right, at any time or from time to time, at our sole discretion:

•

to delay the acceptance of the old notes;



•

to extend the exchange offer;



•

if we determine any condition to the exchange offer has not occurred or has not been satisfied, to terminate the exchange offer; and



•

to waive any condition or amend the terms of the exchange offer in any manner.

        If the exchange offer is amended in a manner we deem to constitute a material change, we will as promptly as practicable distribute to the registered holders of the old notes a prospectus supplement that discloses the material change. If we take any of the actions described in the previous paragraph, we will as promptly as practicable give oral or written notice of this action to the exchange agent and will make a public announcement of this action.

        During any extension of the exchange offer, all old notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us. Any old notes not accepted for exchange for any reason will be returned without expense to the tendering holder as promptly as practicable after the expiration or termination of the exchange offer.

Procedures for Tendering Old Notes

Valid Tender

        The tender of a holder's old notes and our acceptance of those old notes will constitute a binding agreement between the tendering holder and us upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal. Except as set forth below, if you wish to tender old notes pursuant to the exchange offer, you must, on or prior to the expiration date:

•

transmit a properly completed and duly executed letter of transmittal, together with all other documents required by the letter of transmittal, to the exchange agent at one of the addresses set forth below under "— Exchange Agent;"



•

arrange with DTC to cause an agent's message to be transmitted with the required information (including a book-entry confirmation), to the exchange agent at one of the addresses set forth below under "— Exchange Agent;" or



•

comply with the guaranteed delivery procedures described below.

        In addition, on or prior to the expiration date:

•

the exchange agent must receive the certificates for the old notes, together with the properly completed and duly executed letter of transmittal;



•

the exchange agent must receive a timely confirmation of a book-entry transfer of the old notes being tendered into the exchange agent's account at DTC, together with the properly completed and duly executed letter of transmittal or an agent's message; or



•

the holder must comply with the guaranteed delivery procedures described below.

        The letter of transmittal or agent's message may be delivered by mail, facsimile, hand delivery or overnight carrier to the exchange agent.

        The term "agent's message" means a message transmitted to the exchange agent by DTC which states that DTC has received an express acknowledgment from a tender holder that it agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against this tendering holder. The agent's message forms a part of book-entry transfer.

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        If you beneficially own old notes and those notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee or custodian, and you wish to tender your old notes in the exchange offer, you should contact the registered holder as soon as possible and instruct it to tender the old notes on your behalf and comply with the instructions set forth in this prospectus and the letter of transmittal.

        If you tender fewer than all of your old notes, you should fill in the amount of the old notes tendered in the appropriate box in the letter of transmittal. If you do not indicate the amount tendered in the appropriate box, we will assume you are tendering all old notes that you hold.

The method of delivery of the certificates for the old notes, the letter of transmittal and all other documents is at your sole election and risk. Instead of delivery by mail, it is recommended that you use an overnight or hand delivery service. If delivery is by mail, it is recommended that you use registered mail, properly insured, with return receipt requested. In all cases, sufficient time should be allowed to assure timely delivery. No letters of transmittal or old notes should be sent directly to us. Delivery is complete when the exchange agent actually receives the items to be delivered. Delivery of documents to DTC in accordance with DTC's procedures does not constitute delivery to the exchange agent.

Signature Guarantees

        Signatures on a letter of transmittal or a notice of withdrawal must be guaranteed unless the old notes surrendered for exchange are tendered:

•

by a registered holder of the old notes who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on the letter of transmittal; or



•

for the account of an eligible institution.

An eligible institution is a firm or other entity firm that is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or any other "eligible guarantor institution" as this term is defined in Rule 17Ad-15 under the Exchange Act.

        If a signature on a letter of transmittal or a notice of withdrawal is required to be guaranteed, this guarantee must be by an eligible institution.

        If the letter of transmittal is signed by a person other than the registered holder of the old notes, the old notes surrendered for exchange must be endorsed by, or be accompanied by a written instrument of transfer or exchange, in form satisfactory to us in our sole discretion, duly executed by, the registered holder, with the signature guaranteed by an eligible institution.

        If the letter of transmittal is signed by trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, this person should sign in that capacity when signing. In addition, this person must submit to us, together with the letter of transmittal, evidence satisfactory to us in our sole discretion of his or her authority to act in this capacity unless we waive this requirement.

Book-Entry Transfer

        For tenders by book-entry transfer of old notes cleared through DTC, the exchange agent will make a request to establish an account at DTC with respect to the old notes for purposes of the exchange offer. Any financial institution that is a DTC participant may make book-entry delivery of old notes by causing DTC to transfer the old notes into the exchange agent's account at DTC in accordance with DTC's procedures for transfer. The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC may use the Automated Tender Offer Program procedures to tender old notes pursuant to the exchange offer. Accordingly, any DTC participant may make book-entry delivery of the old notes by causing DTC to transfer those old notes into the exchange agent's account in accordance with DTC's Automated Tender Offer Program procedures for transfer.

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        Although delivery of the old notes pursuant to the exchange offer may be effected through book-entry transfer at DTC, you will not have validly tendered your old notes pursuant to the exchange offer until on or prior to the expiration date either:

•

the properly completed and duly executed letter of transmittal, or an agent's message, together with any required signature guarantees and any other required documents, has been transmitted to and received by the exchange agent at one of the addresses set forth below under "— Exchange Agent;" or



•

the guaranteed delivery procedures described below have been complied with.

Guaranteed Delivery Procedures

        If you wish to tender your old notes and:

•

your old notes are not immediately available;



•

time will not permit your old notes or other required documents to reach the exchange agent before the expiration date; or



•

you cannot complete the procedure for book-entry transfer on a timely basis,

you may tender your old notes according to the guaranteed delivery procedures described in the letter of transmittal. Those procedures require that:

•

tender be made by and through an eligible institution;



•

on or prior to the expiration date, the exchange agent receive from this eligible institution a properly completed and duly executed letter of transmittal, or an agent's message, with any required signature guarantees, and a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided:



•

setting forth the name and address of the holder of the old notes being tendered;



•

stating that the tender is being made; and



•

guaranteeing that within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery, the certificates for all physically tendered old notes, in proper form for transfer, or a book-entry confirmation, and any other documents required by the letter of transmittal, will be deposited by the eligible institution with the exchange agent; and



•

the exchange agent receives the certificates for the old notes, in proper form for transfer, or a book-entry confirmation, and all other documents required by the letter of transmittal, are received by the Exchange Agent within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery.

        If you wish to tender your old notes pursuant to the guaranteed delivery procedures, you must ensure that the exchange agent receive a properly completed and duly executed letter of transmittal, or agent's message, and notice of guaranteed delivery before the expiration date.

Determination of Validity of Tender

        We will resolve in our sole discretion all questions as to the validity, form, eligibility (including time of receipt) and acceptance of any old notes tendered for exchange. Our determination of these questions and our interpretation of the terms and conditions of the exchange offer, including without limitation the letter of transmittal and its instructions, shall be final and binding on all parties. A tender of old notes is invalid until all defects and irregularities have been cured or waived. Each holder must cure any and all defects or irregularities in connection with his, her or its tender of old notes within the reasonable period of time determined by us, unless we waive these defects or irregularities. None of us, our affiliates and assigns, the exchange agent and any other person is under any duty or obligation to give notice of any defect or

83

irregularity with respect to any tender of the old notes, and none of them shall incur any liability for failure to give any such notice.

        We reserve the absolute right in our sole and absolute discretion to:

•

reject any and all tenders of old notes determined to be in improper form or unlawful;



•

waive any condition of the exchange offer; and



•

waive any condition, defect or irregularity in the tender of old notes by any holder, whether or not we waive similar conditions, defects or irregularities in the case of other holders.

Representations Made by Tendering Holders of Old Notes

        By tendering, you will represent to us that, among other things:

•

you are acquiring the new notes in the ordinary course of business;



•

you do not have any arrangement or understanding with any person or entity to participate in the distribution of the new notes;



•

if you are not a broker-dealer, you are not engaged in and do not intend to engage in a distribution of the new notes;



•

if you are a broker-dealer that will receive new notes for your own account in exchange for old notes that were acquired by you as a result of market-making activities or other trading activities, you will deliver a prospectus, as required by law, in connection with any resale of the new notes (see "Plan of Distribution"); and



•

you are not our "affiliate" as defined in Rule 405 of the Securities Act.

        If you are our "affiliate," as defined under Rule 405 of the Securities Act, or are engaged in or intend to engage in or have an arrangement or understanding with any person to participate in a distribution of the new notes, you will represent and warrant that you (i) may not rely on the applicable interpretations of the staff of the SEC and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        In addition, in tendering old notes, you must warrant in the letter of transmittal or in an agent's message that:

•

you have full power and authority to tender, exchange, sell, assign and transfer old notes;



•

we will acquire good, marketable and unencumbered title to the tendered old notes, free and clear of all liens, restrictions, charges and other encumbrances; and



•

the old notes tendered for exchange are not subject to any adverse claims or proxies.

You must also warrant and agree that you will, upon request, execute and deliver any additional documents requested by us or the exchange agent to complete the exchange, sale, assignment and transfer of the old notes.

Acceptance of Old Notes; Delivery of New Notes

        Upon satisfaction or waiver of all of the conditions to the exchange offer, we will accept all old notes validly tendered, and not withdrawn, on or prior to the expiration date. We will issue the new notes to the exchange agent as promptly as practicable after acceptance of the old notes. See "— Terms of the Exchange Offer."

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        For purposes of the exchange offer, we shall be deemed to have accepted validly tendered old notes for exchange when, as and if we have given oral or written notice of our acceptance to the exchange agent, with written confirmation of any oral notice to be given promptly thereafter.

Withdrawal Rights

        You may withdraw tenders of your old notes at any time prior to the expiration date.

        For a withdrawal to be effective, the exchange agent must receive a written notice of withdrawal from you. A notice of withdrawal must:

•

specify the name of the person tendering the old notes to be withdrawn;



•

identify the old notes to be withdrawn, including the total principal amount of these old notes; and



•

where certificates for the old notes have been transmitted, specify the name of the registered holder of the old notes, if different from the person withdrawing the tender of these old notes.

        If you delivered or otherwise identified certificates representing old notes to the exchange agent, then, you must also submit the serial numbers of the particular certificates to be withdrawn and, unless you are an eligible institution, the signature on the notice of withdrawal must be guaranteed by an eligible institution. If you tendered old notes as a book-entry transfer, your notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn old notes and otherwise comply with the procedures of DTC. You may not withdraw or rescind any notice of withdrawal; however, old notes properly withdrawn may again be tendered at any time on or prior to the expiration date.

        We will determine, in our sole discretion, all questions as to the validity, form and eligibility (including time of receipt) of any and all notices of withdrawal, and our determination of these questions shall be final and binding on all parties. Any old notes properly withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer and will be returned to the holder without cost as soon as practicable after their withdrawal.

Exchange Agent

        Wells Fargo Bank Minnesota, N.A. is the exchange agent for the exchange offer. You should direct all tendered old notes, executed letters of transmittal and other related documents to the exchange agent. You should direct all questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery to the exchange agent at the following addresses and telephone numbers:

By Mail:
Wells Fargo Bank
Minnesota, N.A.
Corporate Trust Services
213 Court Street, Suite 703
Middletown, Connecticut 06457 By Hand Delivery or
Overnight Courier:
Wells Fargo Bank
Minnesota, N.A.
Corporate Trust Services
213 Court Street, Suite 703
Middletown, Connecticut 06457 By Facsimile Transmission:
(860) 704-6219

For Information or
Confirmation by Telephone:
(860) 704-6217
Attention: Joseph P. O'Donnell

If you deliver executed letters of transmittal and any other required documents to an address or facsimile number other than those set forth above, your tender is invalid.

Fees and Expenses

        We will bear the expenses of soliciting old notes for exchange. The principal solicitation is being made by mail by the exchange agent. Additional solicitation may be made by facsimile, telephone or in person by officers and regular employee of our company and our affiliates.

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        We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to any broker, dealer, nominee or other person, other than the exchange agent, for soliciting tenders of the old notes pursuant to the exchange offer. We will pay the exchange agent reasonable and customary fees for its services.

        We will pay the cash expenses to be incurred in connection with the exchange offer. They include:

•

registration and filing fees;



•

fees of the exchange agent and trustee;



•

accounting and legal fees and printing costs; and



•

related fees and expenses.

Transfer Taxes

        We will pay all transfer taxes, if any, applicable to the exchange of the old notes under the exchange offer. A tendering holder, however, will be required to pay any applicable transfer taxes if:

•

this tendering holder instructs us to register new notes in the name of, or deliver new notes to, a person other than the registered tendering holder of the old notes;



•

the tendered old notes are registered in the name of a person other than the person signing the applicable letter of transmittal; or



•

a transfer tax is imposed for any reason other than the exchange of old notes under the exchange offer.

If satisfactory evidence of payment of any transfer taxes payable by a tendering holder is not submitted with the letter of transmittal, the amount of the transfer taxes will be billed directly to that tendering holder.

Accounting Treatment

        The new notes will be recorded at the same carrying value, in U.S. dollars, as the old notes, and will be translated into Canadian dollars in accordance with Canadian GAAP, as reflected in our accounting records on the date of the exchange. Accordingly, we will recognize no gain or loss for accounting purposes upon the closing of the exchange offer. We will amortize the expenses of the exchange offer over the term of the new notes under Canadian GAAP.

Consequences of Failure to Exchange Old Notes

        Following the consummation of the exchange offer, we will have fulfilled most of our obligations under the registration rights agreement. Unless you are an initial purchaser or a holder of old notes who is prohibited by applicable law or SEC policy from participating in the exchange offer or who may not resell the new notes acquired in the exchange offer without delivering a prospectus and this prospectus is not appropriate or available for such resales by you, if you do not tender your old notes in the exchange offer or if we do not accept your old notes because you did not tender them properly, you will not have any further registration rights with respect to your old notes, and you will not have the right to receive any special interest on your old notes. In addition, your old notes will continue to be subject to restrictions on their transfer. In general, any old note that is not exchanged for a new note may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws.

        We may in the future seek to acquire unexchanged old notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans, however, to acquire any unexchanged old notes or to file with the SEC a shelf registration statement to permit resales of any unexchanged old notes.

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Resale of the New Notes

        Based on interpretations by the SEC staff set forth in no-action letters issued to third parties in similar transactions, such as Exxon Capital Holding Corporation and Morgan Stanley & Co. Incorporated, we believe that a holder of the new notes may offer the new notes for resale or resell or otherwise transfer the new notes without compliance with the registration and prospectus delivery requirements of the Securities Act, unless this holder:

•

is our "affiliate" within the meaning of Rule 405 under the Securities Act;



•

is a broker-dealer who purchased old notes directly from us for resale under Rule 144A or any other available exemption under the Securities Act;



•

acquired the new notes other than in the ordinary course of this holder's business; or



•

is participating, intends to participate or has an arrangement or understanding with any person to participate in the distribution of the new notes.

Accordingly, holders wishing to participate in the exchange offer must make the applicable representations described in "— Procedures for Tendering Old Notes — Representations Made by Tendering Holders of Old Notes" above.

        Although we are making the exchange offer in reliance on the interpretations by the SEC staff set forth in these no-action letters, we do not intend to seek our own no-action letter from the SEC. Consequently, we cannot assure you that the SEC staff would make a similar determination with respect to the exchange offer as it did in its no-action letters to third parties. If this interpretation is inapplicable and you resell or otherwise transfer any new notes without complying with the registration and prospectus delivery requirements of the Securities Act, you may incur liability under the Securities Act. We do not assume or indemnify you against this liability.

        You may not rely on the interpretations of the SEC staff in the above-described no-action letters if you are a holder of old notes who:

•

is our "affiliate" as defined in Rule 405 under the Securities Act;



•

does not acquire the new notes in the ordinary course of business;



•

tenders in the exchange offer with the intention to participate, or for the purpose of participating, in a distribution of the new notes; or



•

is a broker-dealer that purchased old notes from us to resell them pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act, and

in the absence of an exemption, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale or other transfer of the new notes.

        In addition, each broker-dealer that receives new notes for its own account in exchange for old notes that were acquired by it as a result of market-making activities or other trading activities must acknowledge that it will deliver a prospectus in connection with any resale of those new notes. See "Plan of Distribution." Under the registration rights agreement, we will be required to use our best efforts to keep the registration statement that includes this prospectus effective to allow these participating broker-dealers and other persons, if any, with similar prospectus deliver requirements to use this prospectus in connection with the resale of the new notes for the period that shall end on the sooner of 180 days after the effectiveness date of the registration statement that includes this prospectus and the date on which a participating broker-dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities.

        In order to comply with state securities laws, the new notes may not be offered or sold in any state unless they have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

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        The new notes are not being offered for sale and may not be offered or sold, directly or indirectly, in Canada, or to any resident thereof, except in accordance with the securities laws of the provinces and territories of Canada. We are not required, and do not intend, to qualify by prospectus in Canada the new notes, and accordingly, the new notes will remain subject to restrictions on resale in Canada. See "Notice to Canadian Investors."

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DESCRIPTION OF THE NOTES

        You can find the definitions of certain terms used in this description under the subheading "— Definitions." In this description, the words "Vidéotron" and "we" refer only to Vidéotron Ltée and not to any of its subsidiaries.

        We issued the old notes, and will issue the new notes, as a single series of securities under an indenture dated as of October 8, 2003, among Vidéotron, the Subsidiary Guarantors and Wells Fargo Bank Minnesota, N.A., as trustee. The indenture is governed by the Trust Indenture Act of 1939. The terms of the notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act. The form and terms of the new notes will be substantially identical to the form and terms of the old notes, except that:

•

the new notes will be registered under the Securities Act and, consequently, will be freely tradeable by persons not affiliated with us;



•

the new notes will not bear any legend restricting transfer under the Securities Act;



•

the new notes are not entitled to the rights which are applicable to the old notes under the registration rights agreement; and



•

our obligation to pay additional special interest on the old notes if (a) the exchange offer registration statement that includes this prospectus is not declared effective by February 5, 2004 or (b) if the exchange offer is not consummated by March 8, 2004, in each case, at incremental rates ranging from 0.25% per annum to 1.0% per annum depending on how long we fail to comply with these deadlines, does not apply to the new notes.

        The new notes will be issued solely in exchange for an equal principal amount of the old notes. As of the date of this prospectus, US$335.0 million aggregate principal amount of the old notes is outstanding.

        The following description is a summary of the material provisions of the indenture. It does not restate the indenture in its entirety. We urge you to read the indenture because it, and not this description, defines your rights as a holder of the notes. A copy of the indenture is available upon request to Vidéotron at the address indicated under "Where You Can Find More Information." In addition, a copy of the indenture has been filed as an exhibit to the registration statement that includes this prospectus.

        The registered holder of a note will be treated as the owner of the note for all purposes. Only registered holders will have rights under the indenture. In this description, the term "holder" refers only to registered holders of the notes.

Principal, Maturity and Interest

        On October 8, 2003, we issued US$335.0 million aggregate principal amount of old notes, and we will issue up to US$335.0 million aggregate principal amount of the new notes in the exchange offer. Subject to compliance with the limitations described under "— Covenants — Incurrence of Indebtedness and Issuance of Preferred Shares," we may issue an unlimited principal amount of additional notes at later dates under the same indenture ("Additional Notes"). Any Additional Notes that we issue in the future will be identical in all respects to the notes that we are issuing now, except that Additional Notes issued in the future will have different issuance prices and issuance dates. The notes and any Additional Notes subsequently issued under the indenture would be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. We issued old notes, and will issue new notes, only in fully registered form without coupons, in denominations of US$1,000 and integral multiples of US$1,000. The notes will mature on January 15, 2014.

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        Interest on the notes will accrue at the rate of 6⁷/8% per annum and will be payable semi-annually in arrears on January 15 and July 15, commencing on July 15, 2004. Vidéotron will make each interest payment to the holders of record on the immediately preceding January 1 and July 1.

        Interest on the notes will accrue from October 8, 2003 or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

        The interest rate on the notes will increase if a registration default occurs. We refer to any interest payable as a result of this increase in interest rate as "special interest." You should refer to the description under the caption "The Exchange Offer" for a more detailed description of the circumstances under which the interest rate will increase.

Ranking

        The old notes are, and the new notes will be:

•

senior unsecured obligations of Vidéotron;



•

effectively junior in right of payment to all of our and the Subsidiary Guarantors' existing and future secured indebtedness, including any borrowings under our Credit Agreement, to the extent of the value of the assets securing that indebtedness;



•

effectively junior in right of payment to all indebtedness and other obligations (including trade payables) of any of our subsidiaries that do not guarantee the notes;



•

equal in right of payment to all of our and the Subsidiary Guarantors' existing and future unsubordinated, unsecured indebtedness that does not expressly provide that it is subordinated to the notes or Subsidiary Guarantees, as applicable; and



•

senior in right of payment to all of our and the Subsidiary Guarantors' existing and future indebtedness that expressly provides that it is subordinated to the notes or Subsidiary Guarantees, as applicable.

        The notes are obligations exclusively of Vidéotron. A portion of the operations of Vidéotron is conducted through subsidiaries. Therefore, Vidéotron's ability to service its debt, including the notes, will partially depend on the earnings of its subsidiaries and, to the extent they are not Subsidiary Guarantors, their ability to distribute those earnings as dividends, loans or other payments to Vidéotron. If their ability to make these distributions were restricted, by law or otherwise, then Vidéotron would not be able to use the cash flow of its subsidiaries to make payments on the notes. Furthermore, under certain circumstances, bankruptcy, "fraudulent conveyance" or "fraudulent preference" laws or other similar laws could invalidate the Subsidiary Guarantees. If this were to occur, Vidéotron would also be unable to use the assets of the Subsidiary Guarantors to the extent they were restricted from distributing funds to Vidéotron. Any of the situations described above could make it more difficult for Vidéotron to service its indebtedness.

        Vidéotron principally relies on its shareholder's claim on the assets of its subsidiaries. This shareholder's claim is junior to the claims that creditors (including trade creditors) of Vidéotron's subsidiaries have against those subsidiaries. Holders of the notes will be creditors only of Vidéotron and those of its subsidiaries that are Subsidiary Guarantors. In the case of subsidiaries that are not Subsidiary Guarantors, all the existing and future liabilities of such subsidiaries, including any claims of trade creditors and preferred shareholders, will be effectively senior to the notes. The liabilities, including contingent liabilities, of Vidéotron's subsidiaries that are not Subsidiary Guarantors may be significant.

        Although the indenture contains limitations on the amount of additional indebtedness that Vidéotron and the Restricted Subsidiaries may incur, the amounts of such additional indebtedness could nevertheless be substantial and may be incurred either by Vidéotron, the Subsidiary Guarantors or by any other subsidiaries

90

of Vidéotron. See "— Covenants — Incurrence of Indebtedness and Issuance of Preferred Shares." The notes are unsecured obligations of Vidéotron, and the Subsidiary Guarantees are unsecured obligations of the Subsidiary Guarantors. Secured indebtedness of Vidéotron and the Subsidiary Guarantors, including under the Credit Agreement and any guarantees of the Credit Agreement, effectively will be senior to the notes to the extent of the value of the assets securing such indebtedness.

        After giving effect to the completion of the offering of the old notes and the transactions described under "Summary — The Transactions" and the application of their proceeds as described under "Use of Proceeds," as of September 30, 2003, Vidéotron and its subsidiaries, on a consolidated basis, would have had $1,075.7 million of debt outstanding, $473.2 million of which would have been senior secured debt, which includes US$75.6 million of secured debt under the CF Cable TV Inc. notes. In addition, as of September 30, 2003, the total liabilities of Vidéotron's subsidiaries that do not guarantee the notes, excluding inter-company liabilities, were $78.6 million.

        As of the Issue Date, all of our subsidiaries will be "Restricted Subsidiaries." However, under the circumstances described below under the subheading "— Covenants — Designation of Restricted and Unrestricted Subsidiaries," we will be permitted to designate certain of our subsidiaries as "Unrestricted Subsidiaries." Any Unrestricted Subsidiaries will not be subject to any of the restrictive covenants in the indenture.

Subsidiary Guarantees

        The obligations of Vidéotron under the notes and the indenture, including the repurchase obligation resulting from a Change of Control, will be fully and unconditionally guaranteed, jointly and severally, on a senior, unsecured basis, by each Subsidiary Guarantor, which will include each existing and future Wholly Owned Restricted Subsidiary of Vidéotron and any other Restricted Subsidiary of Vidéotron that guarantees any other Indebtedness (including any Back-to-Back Debt) of Vidéotron or any of its Restricted Subsidiaries, except that CF Cable TV Inc. and its Subsidiaries will only become Subsidiary Guarantors when CF Cable TV Inc.'s Senior Secured First Priority Notes due 2007 are no longer outstanding. Initially, all of Vidéotron's Subsidiaries will be Subsidiary Guarantors, except for Société D'Édition Et De Transcodage T.E. Ltée and CF Cable TV Inc. and their respective Subsidiaries.

        If Vidéotron or a Subsidiary Guarantor sells or otherwise disposes of its entire ownership interest in a Subsidiary Guarantor (including by way of consolidation, merger or amalgamation) to a Person that is not (either before or after giving effect to such transaction) an Affiliate of Vidéotron, then in any such case, the Subsidiary Guarantor being sold will be released from all of its obligations under its Subsidiary Guarantee, subject to compliance with all applicable covenants of the indenture, including the covenant described under "— Repurchase at the Option of Holders — Asset Sales." In addition, if Vidéotron designates a Subsidiary Guarantor as an Unrestricted Subsidiary, which Vidéotron can do under certain circumstances, the designated Subsidiary Guarantor will be released from all of its obligations under its Subsidiary Guarantee. See "— Covenants — Designation of Restricted and Unrestricted Subsidiaries" and "— Merger, Consolidation or Sale of Assets." Upon being released from all other guarantee obligations, Subsidiary Guarantors may be released from their obligations under the Subsidiary Guarantees.

Methods of Receiving Payments on the Notes

        If a holder has given wire transfer instructions to Vidéotron, Vidéotron will pay all principal, interest and premium and special interest, if any, on that holder's notes in accordance with those instructions. All other payments on the notes will be made at the office or agency of the paying agent and registrar for the notes within the City and State of New York unless Vidéotron elects to make interest payments by check mailed to the holders at their addresses set forth in the register of holders.

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Paying Agent and Registrar for the Notes

        The trustee will initially act as paying agent and registrar under the indenture. Vidéotron may change the paying agent or registrar without prior notice to any holder, and Vidéotron or any of its Subsidiaries may act as paying agent or registrar.

Transfer and Exchange

        A holder may transfer or exchange its notes in accordance with the indenture. In connection with any transfer or exchange of the notes, the registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents, and Vidéotron may require a holder to pay any taxes and fees required by law or permitted by the indenture. Vidéotron is not required to register the transfer of or to exchange any note selected for redemption. Also, Vidéotron is not required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed.

Optional Redemption

        At any time prior to January 15, 2007, Vidéotron may on any one or more occasions redeem up to 35% of the aggregate principal amount of the notes issued under the indenture at a redemption price of 106.875% of the principal amount of the notes redeemed, plus accrued and unpaid interest thereon and special interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided, however, that:

(1)

at least 65% of the aggregate principal amount of notes issued under the indenture remain outstanding immediately after the occurrence of such redemption, excluding notes held by Vidéotron and its Subsidiaries; and



(2)

the redemption occurs within 90 days of the date of the closing of any such Equity Offering.

        Except as set forth above or under "— Redemption for Changes in Withholding Taxes," the notes will not be redeemable at Vidéotron's option prior to January 15, 2009. Starting on that date, Vidéotron may redeem all or a part of the notes, at once or over time, upon not less than 30 nor more than 60 days' notice, at the redemption prices, expressed as percentages of principal amount, set forth below, plus accrued and unpaid interest and special interest, if any, thereon, to the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on January 15 of the years indicated below:

Year	Percentage
2009	103.438%
2010	102.292%
2011	101.146%
2012 and thereafter	100.000%

Redemption for Changes in Withholding Taxes

        If Vidéotron becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, Vidéotron may, at any time, upon not less than 30 nor more than 60 days' notice, redeem all, but not part, of the notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and special interest, if any, to the redemption date, provided that at any time that the aggregate principal amount of the notes outstanding is greater than US$20.0 million, any holder of the notes may, to the extent that it does not adversely affect Vidéotron's after-tax position, at its option, waive Vidéotron's

92

compliance with the covenant described under the caption "— Payment of Additional Amounts" with respect to such holder's notes, provided, further, that if any holder waives this compliance, Vidéotron may not redeem that holder's notes pursuant to this paragraph.

        Prior to any redemption of the notes pursuant to the preceding paragraph, Vidéotron shall deliver to the trustee an officers' certificate stating that Vidéotron is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of redemption have occurred. Vidéotron will be bound to redeem the notes on the date fixed for redemption.

Payment of Additional Amounts

        All payments made by or on behalf of Vidéotron or the Subsidiary Guarantors on or with respect to the notes will be made without withholding or deduction for any Taxes imposed by any Canadian Taxing Authority, unless required by law or the interpretation or administration thereof by the relevant Canadian Taxing Authority. If Vidéotron or any Subsidiary Guarantor (or any other payor) is required to withhold or deduct any amount on account of Taxes from any payment made under or with respect to any notes that are outstanding on the date of the required payment, it will:

(1)

make this withholding or deduction;



(2)

remit the full amount deducted or withheld to the relevant government authority in accordance with applicable law;



(3)

pay the additional amounts, which we refer to as "Additional Amounts," as may be necessary so that the net amount received by each holder (including Additional Amounts) after this withholding or deduction will not be less than the amount the holder would have received if these Taxes had not been withheld or deducted;



(4)

furnish to the holders, within 30 days after the date the payment of any Taxes is due, certified copies of tax receipts evidencing this payment by Vidéotron or such Subsidiary Guarantor;



(5)

indemnify and hold harmless each holder (other than an Excluded Holder, as defined below) for the amount of (a) any Taxes paid by each such holder as a result of payments made on or with respect to the notes, (b) any liability (including penalties, interest and expenses) arising from or with respect to these payments and (c) any Taxes imposed with respect to any reimbursement under (a) or (b), but excluding any of these Taxes that are in the nature of Taxes on net income, taxes on capital, franchise taxes, net worth taxes and similar taxes; and



(6)

at least 30 days prior to each date on which any payment under or with respect to the notes is due and payable, if Vidéotron or any Subsidiary Guarantor becomes obligated to pay Additional Amounts with respect to such payment, deliver to the trustee an officers' certificate stating the amounts so payable and such other information necessary to enable the trustee to pay these Additional Amounts to holders on the payment date.

        Notwithstanding the foregoing, no Additional Amounts will be payable to a holder in respect of beneficial ownership of a note (an "Excluded Holder"):

(1)

with which Vidéotron or such Subsidiary Guarantor does not deal at arm's-length, within the meaning of the Income Tax Act (Canada), at the time of making such payment;



(2)

which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the mere acquisition, holding or disposition of notes or the receipt of payments thereunder; or



(3)

if such holder waives its right to receive Additional Amounts.

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        Whenever in the indenture there is mentioned, in any context, the payment of principal, premium, if any, redemption price, Change of Control Payment, offer price and interest, special interest or any other amount payable under or with respect to any note, this mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable.

        The obligations described under this heading will survive any termination, defeasance or discharge of the indenture and will apply mutatis mutandis to any jurisdiction in which any successor Person to Vidéotron or any Subsidiary Guarantor, as applicable, is organized or any political subdivision or taxing authority or agency thereof or therein.

Mandatory Redemption

        Except as described below under the caption "— Repurchase at the Option of Holders," Vidéotron is not required to make mandatory redemption or sinking fund payments with respect to the notes.

Repurchase at the Option of Holders

Change of Control

        Within 30 days following any Change of Control, Vidéotron will mail a notice to the trustee and each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase notes on the Change of Control Payment Date specified in the notice, pursuant to the procedures required by the indenture and described in the notice. If a Change of Control occurs, each holder of notes will have the right to require Vidéotron to repurchase all or any part, equal to US$1,000 or an integral multiple of US$1,000, of that holder's notes pursuant to a Change of Control Offer on the terms set forth in the indenture. In the Change of Control Offer, Vidéotron will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest and special interest, if any, on the notes repurchased, to the date of purchase. The Change of Control Payment Date shall be no earlier than 30 days and no later than 60 days from the date the notice is mailed. Vidéotron will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the indenture, Vidéotron will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the indenture by virtue of this conflict.

        On the Change of Control Payment Date, Vidéotron will, to the extent lawful:

(1)

accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;



(2)

deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and



(3)

deliver or cause to be delivered to the trustee the notes so accepted together with an officers' certificate stating the aggregate principal amount of notes or portions of notes being purchased by Vidéotron.

        The paying agent will promptly mail or wire transfer to each holder of notes properly tendered the Change of Control Payment for these notes, and Vidéotron will execute and issue, and the trustee will promptly authenticate and mail, or cause to be transferred by book-entry, to each holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any; provided, however, that each such new note will be in a principal amount of US$1,000 or an integral multiple of US$1,000.

        Vidéotron will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

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        The provisions described above that require Vidéotron to make a Change of Control Offer following a Change of Control will be applicable regardless of whether any other provisions of the indenture are applicable. Except as described above with respect to a Change of Control, the indenture does not contain provisions that permit the holders of the notes to require that Vidéotron repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.

        Vidéotron will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by Vidéotron and purchases all notes or portions of notes properly tendered and not withdrawn under such Change of Control Offer.

        The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of "all or substantially all" of the properties or assets of Vidéotron and its Restricted Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, the obligation of Vidéotron to make a Change of Control Offer and the ability of a holder of notes to require Vidéotron to repurchase such notes pursuant to such an offer as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of Vidéotron and its Restricted Subsidiaries taken as a whole to another Person or group may be uncertain.

        In addition to the obligations of Vidéotron under the indenture with respect to the notes in the event of a Change of Control, the Credit Agreement provides that certain change of control events with respect to Vidéotron would constitute a default under such agreement. In addition, any future credit facilities or other agreements relating to Indebtedness to which Vidéotron becomes a party may prohibit or otherwise limit Vidéotron from purchasing any notes prior to their maturity, and may also provide that certain change of control events with respect to Vidéotron would constitute a default thereunder. In the event a Change of Control occurs at a time when Vidéotron is prohibited from purchasing notes, Vidéotron could seek the consent of its lenders to the purchase of notes or could attempt to refinance the borrowings that contain such restrictions. If Vidéotron does not obtain such a consent or repay such borrowings, Vidéotron will remain prohibited or otherwise restricted from purchasing notes. In addition, there can be no assurance that Vidéotron will have sufficient financial resources available to purchase the notes at the time of a Change of Control. In such case, Vidéotron's failure to purchase tendered notes would constitute an Event of Default under the indenture. See "Risk Factors — Risks Relating to the Notes — We may not be able to finance a change of control offer as required by the indenture because we may not have sufficient funds at the time of the change of control or our credit facilities may not allow the repurchases."

Asset Sales

        Vidéotron will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1)

Vidéotron, or the Restricted Subsidiary, as the case may be, receives consideration at the time of the Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of;



(2)

such fair market value is determined by Vidéotron's Board of Directors and evidenced by a resolution of the Board of Directors set forth in an officers' certificate delivered to the trustee; and



(3)

at least 75% of the consideration received in the Asset Sale by Vidéotron or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following shall be deemed to be cash:



(a)

any Indebtedness or other liabilities, as shown on Vidéotron's or such Restricted Subsidiary's most recent balance sheet, of Vidéotron or any Restricted Subsidiary (other than contingent

95

liabilities and Indebtedness that are by their terms pari passu with or subordinated to the notes or any Subsidiary Guarantee and liabilities to the extent owed to Vidéotron or any Affiliate of Vidéotron) that are assumed by the transferee of any such assets pursuant to a written agreement that releases Vidéotron or such Restricted Subsidiary from further liability with respect to such Indebtedness or liabilities; and

(b)

any securities, notes or other obligations received by Vidéotron or any such Restricted Subsidiary from such transferee that are converted within 60 days of the applicable Asset Sale by Vidéotron or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion.

        Notwithstanding the foregoing paragraph, Vidéotron and its Restricted Subsidiaries may engage in Asset Swaps if (i) immediately after giving effect to any such Asset Swap, Vidéotron would be permitted to incur at least US$1.00 of additional Indebtedness pursuant to the Debt to Cash Flow Ratio test set forth in the first paragraph of the covenant described under the caption "— Covenants — Incurrence of Indebtedness and Issuance of Preferred Shares" and (ii) Vidéotron or such Restricted Subsidiary receives consideration at the time of such Asset Swap at least equal to the fair market value of the assets disposed of, which fair market value is determined by the Board of Directors of Vidéotron or the Restricted Subsidiary, as the case may be, and evidenced by a resolution of such Board of Directors set forth in an officers' certificate delivered to the trustee; provided, however, that the Board of Directors' determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing in the United States or Canada if the fair market value exceeds US$25.0 million.

        Within 360 days after the receipt of any Net Proceeds from an Asset Sale, Vidéotron may apply those Net Proceeds at its option:

(1)

to permanently repay or reduce Indebtedness, other than Subordinated Indebtedness, of Vidéotron or a Subsidiary Guarantor secured by such assets, Indebtedness of Vidéotron or a Subsidiary Guarantor under Credit Facilities or Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto;



(2)

to acquire, or enter into a binding agreement to acquire, all or substantially all of the assets (other than cash, Cash Equivalents and securities) of any Person engaged in a Permitted Business; provided, however, that any such commitment shall be subject only to customary conditions (other than financing), and such acquisition shall be consummated no later than 180 days after the end of this 360-day period;



(3)

to acquire, or enter into a binding agreement to acquire, Voting Stock of a Person engaged in a Permitted Business from a Person that is not an Affiliate of Vidéotron; provided, however, that such commitment shall be subject only to customary conditions (other than financing) and such acquisition shall be consummated no later than 180 days after the end of such 360-day period; and provided, further, however, that (a) after giving effect thereto, the Person so acquired becomes a Restricted Subsidiary of Vidéotron and (b) such acquisition is otherwise made in accordance with the indenture, including, without limitation, the covenant described under the caption "— Covenants — Restricted Payments;" or



(4)

to acquire, or enter into a binding agreement to acquire, other long-term assets (other than securities) that are used or useful in a Permitted Business; provided, however, that such commitment shall be subject only to customary conditions (other than financing) and such acquisition shall be consummated no later than 180 days after the end of this 360-day period.

Pending the final application of any Net Proceeds, Vidéotron may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the indenture.

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        Any Net Proceeds from Asset Sales that are not applied, invested or segregated from the general funds of Vidéotron for investment in identified assets pursuant to a binding agreement, in each case as provided in the preceding paragraph will constitute Excess Proceeds; provided, however, that the amount of any Net Proceeds that ceases to be so segregated as contemplated above shall also constitute "Excess Proceeds" at the time any such Net Proceeds cease to be so segregated; provided further, however, that the amount of any Net Proceeds that continues to be segregated for investment and that is not actually reinvested within twenty-four months from the date of the receipt of such Net Proceeds shall also constitute "Excess Proceeds."

        When the aggregate amount of Excess Proceeds exceeds US$35.0 million, Vidéotron will make an Asset Sale Offer to all holders of notes and all holders of other Indebtedness that is pari passu in right of payment with the notes or any Subsidiary Guarantee containing provisions similar to those set forth in the indenture relating to the notes with respect to offers to purchase or redeem with the proceeds of sales of assets, to purchase the maximum principal amount of notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount of the notes and such other pari passu Indebtedness, plus accrued and unpaid interest and special interest, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer and all holders of notes have been given the opportunity to tender their notes for purchase in accordance with the Asset Sale Offer and the indenture, Vidéotron may use these Excess Proceeds for any purpose not otherwise prohibited by the indenture. If the aggregate principal amount of notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the notes and such other pari passu Indebtedness shall be purchased on a pro rata basis based on the principal amount of notes and such other pari passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

        Vidéotron will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sales provisions of the indenture, Vidéotron will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the indenture by virtue of such conflict.

Selection and Notice

        If less than all of the notes are to be redeemed at any time, the trustee will select notes for redemption as follows:

(1)

if the notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the notes are listed; or



(2)

if the notes are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the trustee shall deem fair and appropriate.

        No notes of less than US$1,000 will be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the date of redemption to each holder of notes to be redeemed at its registered address. Notices of redemption may not be conditional.

        If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of that note that is to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the holder thereof upon cancellation of the original note at Vidéotron's expense. Notes called for redemption become irrevocably due and payable on the date fixed for redemption. On and after the redemption date, interest will cease to accrue on notes or portions of them called for redemption, provided that the redemption price has been paid or set aside as provided in the indenture.

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Covenants

Restricted Payments

        Vidéotron will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1)

declare or pay any dividend or make any other payment or distribution on account of Vidéotron's or any of its Restricted Subsidiaries' Equity Interests, including, without limitation, any payment in connection with any merger or consolidation involving Vidéotron or any of its Restricted Subsidiaries, or to the direct or indirect holders of Vidéotron's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such, other than dividends, payments or distributions payable in Equity Interests (other than Disqualified Stock or Back-to-Back Securities) of Vidéotron or to Vidéotron or a Restricted Subsidiary (and, if such Restricted Subsidiary is not a Wholly Owned Restricted Subsidiary, to the other shareholders of such Restricted Subsidiary on a pro rata basis or on a basis that results in the receipt by Vidéotron or a Restricted Subsidiary of dividends or distributions of greater value than it would receive on a pro rata basis);



(2)

purchase, redeem or otherwise acquire or retire for value, including, without limitation, in connection with any merger or consolidation involving Vidéotron, any Equity Interests of Vidéotron, other than such Equity Interests of Vidéotron held by Vidéotron or any of its Restricted Subsidiaries;



(3)

make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Back-to-Back Securities or Indebtedness that is subordinated to the notes or the Subsidiary Guarantees, except, in the case of Indebtedness that is subordinated to the notes or the Subsidiary Guarantees (other than Back-to-Back Securities and the QMI Subordinated Loan), a payment of interest at the Stated Maturity of such interest or principal at or within one year of the Stated Maturity of principal of such Indebtedness; provided that any accretion or payment-in-kind of interest on the QMI Subordinated Loan, to the extent such accretion or payment is not made in cash, will not be a Restricted Payment;



(4)

make any Restricted Investment; or



(5)

pay any amount of Management Fees (including Deferred Management Fees) to a Person other than Vidéotron or a Restricted Subsidiary

(all such payments and other actions set forth in clauses (1) through (5) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

(1)

no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment; and



(2)

Vidéotron would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable fiscal quarter, have been permitted to incur at least US$1.00 of additional Indebtedness, other than Permitted Debt, pursuant to the Debt to Cash Flow Ratio test set forth in the first paragraph of the covenant described under the caption "— Incurrence of Indebtedness and Issuance of Preferred Shares;" and



(3)

such Restricted Payment, together with the aggregate amount of all other Restricted Payments declared or made by Vidéotron and its Restricted Subsidiaries after the Issue Date, excluding Restricted Payments made pursuant to clauses (2), (3), (4), (6), (7), (8), (9) and (10) of the next succeeding paragraph, shall not exceed, at the date of determination, the sum, without duplication, of:



(a)

an amount equal to Vidéotron's Consolidated Cash Flow from the first date of the fiscal quarter in which the Issue Date occurs to the end of Vidéotron's most recently ended full fiscal quarter for which internal financial statements are available, taken as a single accounting

98

period, less 1.5 times Vidéotron's Consolidated Interest Expense from the first date of the fiscal quarter in which the Issue Date occurs to the end of Vidéotron's most recently ended full fiscal quarter for which internal financial statements are available, taken as a single accounting period (or, if such amount for such period is a deficit, minus 100% of such deficit); plus

(b)

an amount equal to 100% of Capital Stock Sale Proceeds, less any such Capital Stock Sale Proceeds used in connection with:



(i)

an Investment made pursuant to clause (6) of the definition of "Permitted Investments;" or



(ii)

an incurrence of Indebtedness pursuant to clause (8) of the covenant described under the caption "— Incurrence of Indebtedness and Issuance of Preferred Shares;" plus



(c)

to the extent that any Restricted Investment that was made after the Issue Date is sold for cash or otherwise liquidated or repaid for cash (except to the extent any such payment or proceeds are included in the calculation of Consolidated Cash Flow), the lesser of (i) the cash return of capital with respect to such Restricted Investment, less the cost of disposition, if any, and (ii) the initial amount of such Restricted Investment; plus



(d)

to the extent that the Board of Directors of Vidéotron designates any Unrestricted Subsidiary that was designated as such after the Issue Date as a Restricted Subsidiary, the lesser of (i) the aggregate fair market value of all Investments owned by Vidéotron and its Restricted Subsidiaries in such Subsidiary at the time such Subsidiary was designated as an Unrestricted Subsidiary and (ii) the then aggregate fair market value of all Investments owned by Vidéotron and its Restricted Subsidiaries in such Unrestricted Subsidiary.

        The preceding provisions will not prohibit:

(1)

so long as no Default has occurred and is continuing or would be caused thereby, the payment of any dividend within 60 days after the date the dividend is declared, if at that date of declaration such payment would have complied with the provisions of the indenture; provided, however, that such dividend shall be included in the calculation of the amount of Restricted Payments;



(2)

so long as no Default has occurred and is continuing or would be caused thereby, the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Indebtedness of Vidéotron or any Subsidiary Guarantor or of any Equity Interests of Vidéotron in exchange for, or out of the net cash proceeds of the substantially concurrent sale, other than to a Subsidiary of Vidéotron or an employee stock ownership plan or to a trust established by Vidéotron or any Subsidiary of Vidéotron for the benefit of its employees, of, Equity Interests of Vidéotron (other than Disqualified Stock or Back-to-Back Securities); provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition shall be excluded from clause (3)(b) of the preceding paragraph;



(3)

so long as no Default has occurred and is continuing or would be caused thereby, the defeasance, redemption, repurchase or other acquisition of Subordinated Indebtedness of Vidéotron or any Subsidiary Guarantor with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness;



(4)

any payment by Vidéotron or a Restricted Subsidiary of Vidéotron to any one of the other of them;



(5)

so long as no Default has occurred and is continuing or would be caused thereby, the repurchase, redemption or other acquisition or retirement for value by Vidéotron of any Equity Interests of Vidéotron held by any member of Vidéotron's, or any of its Subsidiaries', management pursuant to any management equity subscription agreement or stock option agreement in effect as of the Issue

99

Date; provided, however, that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed US$2.0 million in any twelve-month period;

(6)

payments of any kind made in connection with or in respect of Back-to-Back Securities; provided, however, that to the extent such payments are made to Affiliates of Vidéotron (other than its Subsidiaries), all corresponding payments required to be paid by such Affiliates pursuant to the related Back-to-Back Securities shall be received, immediately prior to or concurrently with any such payments, by all applicable Vidéotron Entities;



(7)

so long as no Default has occurred and is continuing or would be caused thereby, any Tax Benefit Transaction;



(8)

so long as no Default has occurred and is continuing or would be caused thereby, the payment of any Management Fees or other similar expenses by Vidéotron to its direct or indirect parent company for bona fide services (including reimbursement for expenses incurred in connection with, or allocation of corporate expenses in relation to, providing such services) provided to, and directly related to the operations of, Vidéotron and its Restricted Subsidiaries, in an aggregate amount not to exceed 1.5% of Consolidated Revenues in any twelve-month period;



(9)

so long as no Default has occurred and is continuing or would be caused thereby, other Restricted Payments in an aggregate amount not to exceed US$30.0 million; and



(10)

so long as no Default has occurred and is continuing or would be caused thereby and the Debt to Cash Flow Ratio is no greater than 5.0 to 1 (calculated on a pro forma basis as if such payment, including any related financing transaction, had occurred at the beginning of the applicable fiscal quarter), the payment of dividends or distributions to Quebecor Media Inc. or the repayment of the QMI Subordinated Loan, in an aggregate amount not to exceed Cdn$200.0 million.

        The amount of any Restricted Payment, other than those effected in cash, shall be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued to or by Vidéotron or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this covenant will be determined by the Board of Directors of Vidéotron whose resolution with respect thereto shall be delivered to the trustee. Vidéotron's Board of Directors' determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing in the United States or Canada if the fair market value exceeds US$25.0 million; provided, that the Board of Directors of Vidéotron shall not be required to obtain such an opinion or appraisal in connection with any payments with respect to Back-to-Back Securities to the extent such Back-to-Back Transactions were approved in accordance with the provisions of the covenant described under the caption "— Transactions with Affiliates." Not later than the date of making any Restricted Payment, Vidéotron will deliver to the trustee an officers' certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this covenant were computed, together with a copy of any fairness opinion or appraisal required by the indenture.

        For purposes of this "Restricted Payments" covenant, if (i) any Vidéotron Entity ceases to be the obligor under or issuer of any Back-to-Back Securities and a Person other than a Vidéotron Entity becomes the obligor thereunder (or the issuer of any Back-to-Back Preferred Shares) or (ii) any Restricted Subsidiary that is an obligor under or issuer of any Back-to-Back Securities ceases to be a Restricted Subsidiary other than by consolidation or merger with Vidéotron or another Restricted Subsidiary, then Vidéotron or such Restricted Subsidiary shall be deemed to have made a Restricted Payment in an amount equal to the accreted value of such Back-to-Back Debt (or the subscription price of any Back-to-Back Preferred Shares) at the time of the assumption thereof by such other Person or at the time such Restricted Subsidiary ceases to be a Restricted Subsidiary.

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Incurrence of Indebtedness and Issuance of Preferred Shares

        Vidéotron will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness, including Acquired Debt, and Vidéotron will not issue any Disqualified Stock and will not permit any of its Subsidiaries to issue any Preferred Shares; provided, however, that Vidéotron may incur Indebtedness, including Acquired Debt, or issue Disqualified Stock, and the Subsidiary Guarantors may incur Indebtedness, including Acquired Debt, or issue Preferred Shares, if Vidéotron's Debt to Cash Flow Ratio at the time of incurrence of such Indebtedness or the issuance of such Disqualified Stock or Preferred Shares, after giving pro forma effect to such incurrence or issuance as of such date and to the use of proceeds therefrom, taking into account any substantially concurrent transactions related to such incurrence, as if the same had occurred at the beginning of the most recently ended full fiscal quarter of Vidéotron for which internal financial statements are available, would have been no greater than 5.5 to 1.0.

        The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness or issuances of Preferred Shares, which we refer to collectively as "Permitted Debt:"

(1)

the incurrence by Vidéotron or a Subsidiary Guarantor of Indebtedness and letters of credit under Credit Facilities (and the guarantee by CF Cable TV Inc. and its Subsidiaries) in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of Vidéotron and the Restricted Subsidiaries thereunder) not to exceed an aggregate of Cdn$469.0 million, less the aggregate amount of all Net Proceeds of Asset Sales applied by Vidéotron or any Restricted Subsidiaries subsequent to the Issue Date to permanently repay Indebtedness under a Credit Facility (and, in the case of any revolving credit Indebtedness, to effect a corresponding commitment reduction thereunder) pursuant to the covenant described under the caption "— Repurchase at the Option of Holders — Asset Sales;"



(2)

the incurrence by Vidéotron and its Restricted Subsidiaries of the Existing Indebtedness;



(3)

the incurrence by (a) Vidéotron of Indebtedness represented by the notes to be issued on the Issue Date and the Exchange Notes to be issued in exchange for such notes and in exchange for any Additional Notes, and (b) the Subsidiary Guarantors of Indebtedness represented by the Subsidiary Guarantees relating to the notes issued in this offering and the Exchange Guarantees issued in exchange for such Subsidiary Guarantees and in exchange for the Subsidiary Guarantees relating to any Additional Notes;



(4)

the incurrence by Vidéotron or a Subsidiary Guarantor of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of Vidéotron or such Subsidiary Guarantor, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (4), not to exceed US$40.0 million at any time outstanding;



(5)

the incurrence by Vidéotron or any Subsidiary Guarantor of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness, other than intercompany Indebtedness, that was permitted by the indenture to be incurred under the first paragraph of this covenant or clauses (2), (3) and (4) of this paragraph;

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(6)

the incurrence by Vidéotron or any Subsidiary Guarantor of intercompany Indebtedness between or among Vidéotron and any of its Restricted Subsidiaries; provided, however, that:



(a)

if Vidéotron or any Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations with respect to the notes, in the case of Vidéotron, or the Subsidiary Guarantee, in the case of a Subsidiary Guarantor, and



(b)

(i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Vidéotron or a Restricted Subsidiary thereof and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either Vidéotron or a Restricted Subsidiary of Vidéotron will be deemed, in each case, to constitute an incurrence of such Indebtedness by Vidéotron or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);



(7)

the issuance by Vidéotron or any of its Restricted Subsidiaries of Preferred Shares solely to or among Vidéotron and any of its Restricted Subsidiaries; provided, however, that (i) any subsequent issuance or transfer of Equity Interests that results in any such Preferred Shares being held by a Person other than Vidéotron or a Restricted Subsidiary and (ii) any sale or other transfer of any such Preferred Shares to a Person that is not either Vidéotron or a Restricted Subsidiary will be deemed, in each case, to constitute an issuance of such Preferred Shares by Vidéotron or any of its Restricted Subsidiaries, as the case may be, that was not permitted by this clause (7);



(8)

the incurrence by Vidéotron or any Restricted Subsidiary of Hedging Obligations that are incurred in the ordinary course of business of Vidéotron or such Restricted Subsidiary and not for speculative purposes; provided, however, that, in the case of:



(a)

any Interest Rate Agreement, the notional principal amount of such Hedging Obligation does not exceed the principal amount of the Indebtedness to which such Hedging Obligation relates; and



(b)

any Currency Exchange Protection Agreement, such Hedging Obligation does not increase the principal amount of Indebtedness of Vidéotron or such Restricted Subsidiary outstanding other than as a result of fluctuations in foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder;



(9)

the guarantee by Vidéotron or a Subsidiary Guarantor of Indebtedness of Vidéotron or a Subsidiary Guarantor that was permitted to be incurred by another provision of this covenant;



(10)

the incurrence by Vidéotron or any Subsidiary Guarantors of Indebtedness in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (10), not to exceed US$25.0 million;



(11)

the incurrence by Vidéotron or any of its Restricted Subsidiaries of Indebtedness in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (11), not to exceed US$25.0 million, less the aggregate amount of all Net Proceeds of Asset Sales applied by Vidéotron or any Restricted Subsidiaries subsequent to the Issue Date to permanently repay such Indebtedness (and, in the case of any revolving credit Indebtedness, to effect a corresponding commitment reduction thereunder) pursuant to the covenant described under the caption "— Repurchase at the Option of Holders — Asset Sales;"



(12)

the issuance of Preferred Shares by Vidéotron's Unrestricted Subsidiaries or the incurrence by Vidéotron's Unrestricted Subsidiaries of Non-Recourse Debt; provided, however, that if any such Indebtedness ceases to be Non-Recourse Debt of an Unrestricted Subsidiary, that event will be

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deemed to constitute an incurrence of Indebtedness by a Restricted Subsidiary of Vidéotron that was not permitted by this clause (12); and

(13)

the issuance of Indebtedness or Preferred Shares in connection with a Tax Benefit Transaction.

        The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock (to the extent provided for when the Indebtedness or Disqualified Stock on which such interest or dividend is paid was originally issued) will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this covenant; provided that in each case the amount thereof is for all other purposes included in the Consolidated Interest Expense and Indebtedness of Vidéotron or its Restricted Subsidiary as accrued.

        Neither Vidéotron nor any Subsidiary Guarantor will incur any Indebtedness, including Permitted Debt, that is contractually subordinated in right of payment to any other Indebtedness of Vidéotron or such Subsidiary Guarantor, as applicable, unless such Indebtedness is also contractually subordinated in right of payment to the notes or the Subsidiary Guarantee, as applicable, on substantially identical terms; provided, however, that no Indebtedness of Vidéotron or a Subsidiary Guarantor shall be deemed to be contractually subordinated in right of payment to any other Indebtedness of Vidéotron or such Subsidiary Guarantor, as applicable, solely by virtue of collateral or the lack thereof.

        Notwithstanding any other provision of this "Incurrence of Indebtedness and Issuance of Preferred Shares" covenant, the maximum amount of Indebtedness that may be incurred pursuant to this covenant will not be deemed to be exceeded, with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies.

        For purposes of determining compliance with this "Incurrence of Indebtedness and Issuance of Preferred Shares" covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (13) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, Vidéotron will be permitted to classify such item of Indebtedness on the date of its incurrence or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this covenant. Indebtedness under Credit Facilities outstanding on the date on which notes are first issued and authenticated under the indenture shall be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the second paragraph of this covenant.

Sale and Leaseback Transactions

        Vidéotron will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided, however, that Vidéotron or any Restricted Subsidiary may enter into a sale and leaseback transaction if:

(1)

Vidéotron or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Debt to Cash Flow Ratio test in the first paragraph of the covenant described under the caption "— Incurrence of Indebtedness and Issuance of Preferred Shares" and (b) created a Lien on such property securing Attributable Debt pursuant to the covenant described below under the caption "— Liens;"



(2)

the net cash proceeds of that sale and leaseback transaction are at least equal to the fair market value, as determined in good faith by the Board of Directors of Vidéotron and set forth in an officers' certificate delivered to the trustee, of the property that is the subject of that sale and leaseback transaction; and

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(3)

the transfer of assets in that sale and leaseback transaction is permitted by, and Vidéotron or that Restricted Subsidiary applies the proceeds of such transaction in compliance with, the covenant described under the caption "— Repurchase at the Option of Holders — Asset Sales."

Liens

        Vidéotron will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist or become effective any Lien of any kind on any asset owned at the Issue Date or thereafter acquired, except Permitted Liens, unless Vidéotron or such Restricted Subsidiary has made or will make effective provision to secure the notes and any applicable Subsidiary Guarantees equally and ratably with the obligations of Vidéotron or such Restricted Subsidiary secured by such Lien for so long as such obligations are secured by such Lien.

Dividend and Other Payment Restrictions Affecting Subsidiaries

        Vidéotron will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1)

pay dividends or make any other distributions on its Equity Interests to Vidéotron or any other Restricted Subsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any liabilities owed to Vidéotron or any other Restricted Subsidiary;



(2)

make loans or advances, or guarantee any such loans or advances, to Vidéotron or any other Restricted Subsidiary; or



(3)

transfer any of its properties or assets to Vidéotron or any other Restricted Subsidiary.

        However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1)

agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided, however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness and Credit Facilities, as in effect on the Issue Date;



(2)

the indenture and the notes;



(3)

applicable law or any applicable rule, regulation or order;



(4)

any instrument governing Indebtedness or Capital Stock of a Person acquired by Vidéotron or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the indenture to be incurred at the time of such acquisition;



(5)

customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices;



(6)

purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of the preceding paragraph;

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(7)

any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;



(8)

Permitted Refinancing Indebtedness; provided, however, that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;



(9)

Liens securing Indebtedness that is permitted to be secured without also securing the notes or the applicable Subsidiary Guarantee pursuant to the covenant described under the caption "— Liens" that limit the right of the debtor to dispose of the assets subject to any such Lien;



(10)

provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;



(11)

restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and



(12)

any Indebtedness or any agreement pursuant to which such Indebtedness was issued if the encumbrance or restriction applies only upon a payment or financial covenant default or event of default contained in such Indebtedness or agreement and (A) the encumbrance or restriction is not materially more disadvantageous to the holders of the notes than is customary in comparable financings (as determined in good faith by the Board of Directors of Vidéotron) and (B) management of Vidéotron delivers to the trustee an officers' certificate evidencing its determination at the time such agreement is entered into, that such encumbrance or restriction will not materially impair Vidéotron's ability to make payments on the notes.

Merger, Consolidation or Sale of Assets

        Vidéotron may not directly or indirectly, (i) consolidate, merge or amalgamate with or into another Person, whether or not Vidéotron is the surviving corporation, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of Vidéotron and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless, in either case,

(1)

either (a) Vidéotron is the surviving corporation, or (b) the Person formed by or surviving any such consolidation, merger or amalgamation (if other than Vidéotron) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state of the United States, the District of Columbia, Canada or any province or territory of Canada;



(2)

the Person formed by or surviving any such consolidation, merger or amalgamation (if other than Vidéotron) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made expressly assumes all the obligations of Vidéotron under the notes, the indenture and, if applicable, the registration rights agreement, pursuant to agreements reasonably satisfactory to the trustee;



(3)

immediately after giving effect to such transaction no Default or Event of Default exists; and



(4)

Vidéotron or the Person formed by or surviving any such consolidation, merger or amalgamation, if other than Vidéotron, or to which such sale, assignment, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable fiscal quarter, be permitted to incur at least US$1.00 of additional Indebtedness pursuant to the Debt to Cash Flow Ratio test set forth in the first paragraph of the covenant described under the caption "— Incurrence of Indebtedness and Issuance of Preferred Shares."

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        Unless in connection with a disposition by Vidéotron or a Subsidiary Guarantor of its entire ownership interest in a Subsidiary Guarantor or all or substantially all the assets of a Subsidiary Guarantor permitted by, and in accordance with the applicable provisions of, the indenture (including without limitation the covenant described above under "— Repurchase at the Option of Holders — Asset Sales"), Vidéotron will cause each Subsidiary Guarantor not to directly or indirectly, (i) consolidate, merge or amalgamate with or into another Person, whether or not such Subsidiary Guarantor is the surviving corporation, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of such Subsidiary Guarantor, in one or more related transactions, to another Person, unless, in either case,

(1)

either (a) such Subsidiary Guarantor is the surviving corporation, or (b) the Person formed by or surviving any such consolidation, merger or amalgamation (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation, limited liability company or limited partnership organized or existing under the laws of the United States, any state of the United States, the District of Columbia, Canada or any province or territory of Canada;



(2)

the Person formed by or surviving any such consolidation, merger or amalgamation, if other than such Subsidiary Guarantor, or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made expressly assumes all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee, the indenture and, if applicable, the registration rights agreement, pursuant to agreements reasonably satisfactory to the trustee;



(3)

immediately after giving effect to such transaction no Default or Event of Default exists; and



(4)

such Subsidiary Guarantor or the Person formed by or surviving any such consolidation, merger or amalgamation, if other than such Subsidiary Guarantor, or to which such sale, assignment, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable fiscal quarter, be permitted to incur at least US$1.00 of additional Indebtedness pursuant to the Debt to Cash Flow Ratio test set forth in the first paragraph of the covenant described above under the caption "— Incurrence of Indebtedness and Issuance of Preferred Shares."

        In addition, Vidéotron will not, and will cause each Subsidiary Guarantor not to, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. Clause (4) of each of the two preceding paragraphs above of this "Merger, Consolidation or Sale of Assets" covenant will not apply to a merger, consolidation or amalgamation, or a sale, assignment, transfer, conveyance or other disposition of assets, between or among Vidéotron and any of its Restricted Subsidiaries.

Issuances and Sales of Equity Interests in Certain Subsidiaries

        Vidéotron will not, and will not permit any of its Restricted Subsidiaries to, transfer, convey, sell, lease or otherwise dispose of (including, without limitation, by way of merger, amalgamation or otherwise) any Equity Interests in any direct or indirect Restricted Subsidiary that constitutes a Significant Subsidiary of Vidéotron or any group of Restricted Subsidiaries which, when taken as a whole, would constitute a Significant Subsidiary of Vidéotron to any Person (other than Vidéotron or a Wholly Owned Restricted Subsidiary of Vidéotron or, in connection with a Tax Benefit Transaction, to Quebecor Inc. or to any direct or indirect Subsidiary of Quebecor Inc.), unless:

(1)

such transfer, conveyance, sale, lease or other disposition (whether by way of merger, amalgamation or otherwise) is of all the Equity Interests of such Restricted Subsidiary; and



(2)

the Net Proceeds from such transfer, conveyance, sale, lease or other disposition (whether by way of merger, amalgamation or otherwise) are applied in accordance with the covenant described above under the caption "— Repurchase at the Option of Holders — Asset Sales."

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        In addition, Vidéotron will not permit any direct or indirect Restricted Subsidiary that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries which, when taken as a whole, would constitute a Significant Subsidiary of Vidéotron to issue any Equity Interests to any Person, other than, (a) if necessary, shares of Capital Stock constituting directors' qualifying shares, (b) Back-to-Back Securities or (c) to Vidéotron or a Wholly Owned Restricted Subsidiary of Vidéotron.

Transactions with Affiliates

        Vidéotron will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director of Vidéotron, each, an Affiliate Transaction, unless:

(1)

such Affiliate Transaction is on terms that are no less favorable to Vidéotron or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm's length transaction by Vidéotron or such Restricted Subsidiary with an unrelated Person; and



(2)

Vidéotron delivers to the trustee:



(a)

with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of US$10.0 million, a resolution of the Board of Directors of Vidéotron set forth in an officers' certificate certifying that such Affiliate Transaction or series of related Affiliate Transactions complies with this covenant and that such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of the Board of Directors of Vidéotron; and



(b)

with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of US$40.0 million, an opinion as to the fairness to Vidéotron or such Restricted Subsidiary of such Affiliate Transaction or series of related Affiliate Transactions from a financial point of view issued by an independent accounting, appraisal or investment banking firm of national standing in the United States or Canada.

        The following items shall not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1)

any employment agreement entered into by Vidéotron or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of Vidéotron or such Restricted Subsidiary;



(2)

transactions between or among Vidéotron and/or its Restricted Subsidiaries;



(3)

transactions with a Person that is an Affiliate of Vidéotron solely because Vidéotron owns an Equity Interest in such Person, provided such transactions are on terms that are no less favorable to Vidéotron or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm's length transaction by Vidéotron or such Restricted Subsidiary with an unrelated Person;



(4)

payment of reasonable directors fees to Persons who are not otherwise Affiliates of Vidéotron;



(5)

sales of Equity Interests of Vidéotron, other than Disqualified Stock or Back-to-Back Securities, to Affiliates of Vidéotron;



(6)

any agreement or arrangement as in effect on the Issue Date or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or

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arrangement is not more disadvantageous to Vidéotron or its Restricted Subsidiaries, as the case may be, in any material respect than the original agreement as in effect on the Issue Date;

(7)

Restricted Payments that are permitted by the provisions of the indenture described under the caption "— Restricted Payments;"



(8)

Permitted Investments; and



(9)

any Tax Benefit Transaction.

Future Guarantors

        Vidéotron will cause each Person that becomes a Wholly Owned Restricted Subsidiary of Vidéotron following the Issue Date to become a Subsidiary Guarantor and to execute a supplemental indenture and deliver an opinion of counsel to the trustee. In addition, Vidéotron will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee any other Indebtedness (including any Back-to-Back Debt) of Vidéotron or any of its Restricted Subsidiaries (other than CF Cable TV Inc.'s and its Subsidiaries' guarantee of Indebtedness under the Credit Agreement), unless such Restricted Subsidiary is a Subsidiary Guarantor or simultaneously executes and delivers a supplemental indenture providing for a Subsidiary Guarantee of the payment of the notes by such Restricted Subsidiary, which Subsidiary Guarantee shall be senior to or pari passu with such Subsidiary's guarantee of such other Indebtedness. Vidéotron will cause CF Cable TV Inc. and each of its Subsidiaries to become a Subsidiary Guarantor and to execute a supplemental indenture providing for a Subsidiary Guarantee of the notes when CF Cable TV Inc.'s Senior Secured First Priority Notes due 2007 are no longer outstanding. The form of the Subsidiary Guarantee will be attached as an exhibit to the indenture.

Designation of Restricted and Unrestricted Subsidiaries

        The Board of Directors of Vidéotron may designate any Subsidiary to be an Unrestricted Subsidiary if such Subsidiary:

(1)

has no Indebtedness other than Non-Recourse Debt;



(2)

does not own any Equity Interests of any Restricted Subsidiary of Vidéotron, or hold any Liens on any property of Vidéotron or any of its Restricted Subsidiaries;



(3)

is not party to any agreement, contract, arrangement or understanding with Vidéotron or any of its Restricted Subsidiaries unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to Vidéotron or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of Vidéotron;



(4)

is a Person with respect to which neither Vidéotron nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results;



(5)

except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with the indenture, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of Vidéotron or any of its Restricted Subsidiaries;



(6)

has at least one director on its Board of Directors that is not a director or executive officer of Vidéotron or any of its Restricted Subsidiaries and has at least one executive officer that is not a director or executive officer of Vidéotron or any of its Restricted Subsidiaries; and



(7)

that designation would not cause a Default or Event of Default.

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        Any designation of a Subsidiary of Vidéotron as an Unrestricted Subsidiary shall be evidenced to the trustee by filing with the trustee a certified copy of the resolution of the Board of Directors giving effect to such designation and an officers' certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described under the caption "— Restricted Payments." If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of the indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of Vidéotron as of such date, and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption "— Incurrence of Indebtedness and Issuance of Preferred Shares," Vidéotron will be in default of such covenant.

        If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by Vidéotron and its Restricted Subsidiaries in the Subsidiary so designated will be deemed to be an Investment made as of the time of such designation and will either reduce the amount available for Restricted Payments under the first paragraph of the covenant described above under the caption "— Restricted Payments" or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as Vidéotron shall determine. That designation will be permitted only if such Investment would be permitted at that time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this covenant, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary.

        The Board of Directors of Vidéotron may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that (i) such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Vidéotron of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the covenant described under the caption "— Incurrence of Indebtedness and Issuance of Preferred Shares," calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary will be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the covenant described above under the caption "— Restricted Payments;" (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the caption "— Liens;" and (iv) no Default or Event of Default would be in existence following such designation.

Business Activities

        Vidéotron will not, and will not permit any Restricted Subsidiary to, engage in any business other than the Permitted Businesses, except to such extent as would not be material to Vidéotron and its Restricted Subsidiaries taken as a whole.

Reports

        For so long as any notes remain outstanding, Vidéotron will furnish to the holders of the notes the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Whether or not Vidéotron is subject to Section 13(a) or 15(d) of the Exchange Act, so long as any notes are outstanding, Vidéotron shall file with the SEC and furnish to the holders of the notes and the trustee:

(1)

within 120 days after the end of each fiscal year, annual reports on Form 20-F or 40-F, as applicable, or any successor form; and



(2)

(a) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q, or any successor form, or (b) within 60 days after the end of each of the first three

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fiscal quarters of each fiscal year, reports on Form 6-K, or any successor form, which in each case, regardless of applicable requirements, shall, at a minimum, contain a "Management's Discussion and Analysis of Financial Condition and Results of Operations," and, with respect to any such reports, a reconciliation to U.S. GAAP as permitted by the SEC for foreign private issuers.

        If Vidéotron has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations," of the financial condition and results of operations of Vidéotron and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of Vidéotron.

Payments for Consent

        Vidéotron will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any holder of notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the indenture or the notes unless such consideration is offered to be paid and is paid to all holders of the notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Events of Default and Remedies

        Each of the following is an Event of Default:

(1)

default for 30 days in the payment when due of interest on, including Additional Amounts or special interest, if any, or with respect to, the notes;



(2)

default in payment, when due at Stated Maturity, upon acceleration, redemption, required repurchase or otherwise, of the principal of, or premium, if any, on the notes;



(3)

failure by Vidéotron or any of its Restricted Subsidiaries to comply with the provisions described under the captions "— Repurchase at the Option of Holders," "— Covenants — Incurrence of Indebtedness and Issuance of Preferred Shares," "— Covenants — Restricted Payments" or "— Covenants — Merger, Consolidation or Sale of Assets;"



(4)

failure by Vidéotron or any Restricted Subsidiary for 30 days after written notice thereof has been given to Vidéotron by the trustee or to Vidéotron and the trustee by the holders of at least 25% of the aggregate principal amount of the notes outstanding to comply with any of its other covenants or agreements in the indenture;



(5)

default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness by Vidéotron or any of its Restricted Subsidiaries, or the payment of which is guaranteed by Vidéotron or any of its Restricted Subsidiaries, whether such Indebtedness or guarantee now exists, or is created after the Issue Date, if that default:



(a)

is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness when due at the final maturity of such Indebtedness, which is referred to as a Payment Default; or



(b)

results in the acceleration of such Indebtedness prior to its Stated Maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates US$25.0 million or more;

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(6)

failure by Vidéotron or any of its Restricted Subsidiaries to pay final, non-appealable judgments aggregating in excess of US$25.0 million, which judgments are not paid, discharged or stayed for a period of 60 days;



(7)

any Subsidiary Guarantee of a Significant Subsidiary ceases, or the Subsidiary Guarantees of any group of Subsidiaries that, when taken together, would constitute a Significant Subsidiary cease, to be in full force and effect (other than in accordance with the terms of any such Subsidiary Guarantee) or any Subsidiary Guarantor that is a Significant Subsidiary denies or disaffirms its obligations under its Subsidiary Guarantee, or a group of Subsidiary Guarantors that, when taken together, would constitute a Significant Subsidiary deny or disaffirm their obligations under their respective Subsidiary Guarantees; and



(8)

certain events of bankruptcy or insolvency described in the indenture with respect to Vidéotron or any of its Significant Subsidiaries or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary.

        In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to Vidéotron, any Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the trustee or the holders of at least 25% in principal amount of the then outstanding notes may declare all the notes to be due and payable immediately.

        Holders of the notes may not enforce the indenture or the notes except as provided in the indenture. Subject to certain limitations, holders of a majority in principal amount of the then outstanding notes may direct the trustee in its exercise of any trust or power. The trustee may withhold from holders of the notes notice of any continuing Default or Event of Default if and so long as it determines in good faith that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or special interest, if any.

        The holders of at least a majority in aggregate principal amount of the notes then outstanding by notice to the trustee may on behalf of the holders of all of the notes waive any existing Default or Event of Default and its consequences under the indenture except a continuing Default or Event of Default (i) in the payment of interest or special interest on, or the principal of, the notes and (ii) in respect of a covenant or provision which under the indenture cannot be modified or amended without the consent of the holder of each note affected by such modification or amendment. The holders of a majority in principal amount of the then outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee. However, the trustee may refuse to follow any direction that conflicts with law or the indenture, that may involve the trustee in personal liability, or that the trustee determines in good faith may be unduly prejudicial to the rights of holders of notes not joining in the giving of such direction and may take any other action it deems proper that is not inconsistent with any such direction received from holders of notes. A holder may not pursue any remedy with respect to the indenture or the notes unless:

(1)

the holder gives the trustee written notice of a continuing Event of Default;



(2)

the holders of at least 25% in aggregate principal amount of outstanding notes make a written request to the trustee to pursue the remedy;



(3)

such holder or holders offer the trustee indemnity satisfactory to the trustee against any costs, liability or expense;



(4)

the trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and

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(5)

during such 60-day period, the holders of a majority in aggregate principal amount of the outstanding notes do not give the trustee a direction that is inconsistent with the request.

        In the case of any Event of Default with respect to the notes occurring by reason of any willful action or inaction taken or not taken by or on behalf of Vidéotron with the intention of avoiding payment of the premium that Vidéotron would have had to pay if Vidéotron then had elected to redeem the notes pursuant to the optional redemption provisions of the indenture, an equivalent premium will also become and be immediately due and payable to the extent permitted by law upon the acceleration of the notes. If an Event of Default occurs prior to January 15, 2009, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of Vidéotron with the intention of avoiding the prohibition on redemption of the notes prior to January 15, 2009, then the premium specified in the first paragraph under "— Optional Redemption" will also become immediately due and payable to the extent permitted by law upon the acceleration of the notes.

        Vidéotron is required to deliver to the trustee within 120 days after the end of each fiscal year a statement regarding compliance with the indenture. Upon becoming aware of any Default or Event of Default, Vidéotron is required to deliver to the trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Shareholders

        No past, present or future director, officer, employee, incorporator or shareholder of Vidéotron or any Subsidiary Guarantor, as such, shall have any liability for any obligations of Vidéotron or the Subsidiary Guarantors under the notes or the indenture or the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under United States federal securities laws.

Legal Defeasance and Covenant Defeasance

        Vidéotron may, at its option and at any time, elect to have all of its obligations discharged with respect to the outstanding notes, and release each Subsidiary Guarantor from all of its obligations under its Subsidiary Guarantee, which we refer to as Legal Defeasance, except for:

(1)

the rights of holders of outstanding notes to receive payments in respect of the principal of, or interest or premium and Additional Amounts and special interest, if any, on such notes when such payments are due solely from the trust referred to below;



(2)

Vidéotron's obligation with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;



(3)

the rights, powers, trusts, duties and immunities of the trustee, and Vidéotron's and the Subsidiary Guarantor's obligations in connection therewith; and



(4)

the Legal Defeasance provisions of the indenture.

        In addition, Vidéotron may, at its option and at any time, elect to have the obligations of Vidéotron released with respect to certain covenants that are described in the indenture, and release each Subsidiary Guarantor from all of its obligations under its Subsidiary Guarantee with respect to these covenants, which we refer to as Covenant Defeasance, and thereafter any omission to comply with those covenants shall not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, certain events, not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events with respect to Vidéotron, described under the caption "— Events of Default and Remedies" will no longer constitute an Event of Default with respect to the notes.

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        In order to exercise either Legal Defeasance or Covenant Defeasance:

(1)

Vidéotron must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the notes cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium and Additional Amounts and special interest, if any, on the outstanding notes on the Stated Maturity or on the applicable date of redemption, as the case may be, and Vidéotron must specify whether the notes are being defeased to maturity or to a particular date of redemption;



(2)

in the case of Legal Defeasance, Vidéotron shall have delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that (a) Vidéotron has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred and Vidéotron shall have delivered to the trustee an opinion of counsel in Canada reasonably acceptable to the trustee confirming that the holders of the outstanding notes will not recognize income, gain or loss for Canadian federal, provincial or territorial income tax purposes as a result of such Legal Defeasance and will be subject to Canadian federal, provincial or territorial income tax (including withholding tax) on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;



(3)

in the case of Covenant Defeasance, Vidéotron shall have delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred and Vidéotron shall have delivered to the trustee an opinion of counsel in Canada reasonably acceptable to the trustee confirming that the holders of the outstanding notes will not recognize income, gain or loss for Canadian federal, provincial or territorial income tax purposes as a result of such Covenant Defeasance and will be subject to Canadian federal, provincial or territorial income tax (including withholding tax) on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;



(4)

no Default or Event of Default shall have occurred and be continuing either (a) on the date of such deposit or (b) insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91^st day after the date of deposit, other than, in each case, a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit;



(5)

such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument to which Vidéotron or any of its Subsidiaries is a party or by which Vidéotron or any of its Subsidiaries is bound;



(6)

Vidéotron must have delivered to the trustee an opinion of counsel to the effect that, (a) assuming no intervening bankruptcy of Vidéotron or any Subsidiary Guarantor between the date of deposit and the 91^st day following the deposit and assuming that no holder is an "insider" of Vidéotron under applicable bankruptcy law, after the 91^st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, and (b) the creation of the defeasance trust does not violate the Investment Company Act of 1940;

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(7)

Vidéotron must deliver to the trustee an officers' certificate stating that the deposit was not made by Vidéotron with the intent of preferring the holders of notes over the other creditors of Vidéotron with the intent of defeating, hindering, delaying or defrauding creditors of Vidéotron or others;



(8)

if the notes are to be redeemed prior to their Stated Maturity, Vidéotron must deliver to the trustee irrevocable instructions to redeem all of the notes on the specified redemption date; and



(9)

Vidéotron must deliver to the trustee an officers' certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

        Except as provided in the next two succeeding paragraphs, Vidéotron and the trustee may amend or supplement the indenture or the notes with the consent of the holders of at least a majority in principal amount of the notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the notes), and any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of interest or special interest on, or the principal of, the notes and (ii) in respect of a covenant or provision under which the indenture cannot be modified or amended without the consent of the holder of each note affected by such modification or amendment) or compliance with any provision of the indenture or the notes may be waived with the consent of the holders of at least a majority in principal amount of the then outstanding notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the notes).

        Without the consent of each holder, an amendment or waiver may not (with respect to any notes held by a non-consenting holder):

(1)

reduce the principal amount of notes whose holders must consent to an amendment, supplement or waiver;



(2)

reduce the principal of or change the Stated Maturity of any note or alter the provisions with respect to the redemption of the notes;



(3)

reduce the rate of or change the time for payment of interest, including special interest, if any, on any note;



(4)

waive a Default or Event of Default in the payment of principal of, or interest or premium, or special interest, if any, on the notes, except a rescission of acceleration of the notes by the holders of at least a majority in aggregate principal amount of the notes and a waiver of the payment default that resulted from such acceleration;



(5)

make any note payable in money other than that stated in the notes;



(6)

make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of holders of notes to receive payments of principal of, or interest or premium or special interest, if any, on the notes, or to institute suit for the enforcement of any payment on or with respect to such holders' notes or any Subsidiary Guarantee;



(7)

amend, change or modify the obligation of Vidéotron to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with the "— Repurchase at the Option of Holders — Asset Sales" covenant after the obligation to make such Asset Sale Offer has arisen or the obligation of Vidéotron to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with the "— Repurchase at the Option of Holders — Change of Control" covenant after such Change of Control has occurred, including, in each case, amending, changing or modifying any definition relating thereto;

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(8)

except as otherwise permitted under the "— Covenants — Merger, Consolidation and Sale of Assets" covenant, consent to the assignment or transfer by Vidéotron or any Subsidiary Guarantor of any of their rights or obligations under the indenture;



(9)

subordinate the notes or any Subsidiary Guarantee to any other obligation of Vidéotron or the applicable Subsidiary Guarantor;



(10)

amend or modify the provisions described under the caption "— Payment of Additional Amounts;"



(11)

amend or modify any Subsidiary Guarantee in a manner that would adversely affect the holders of the notes or release any Subsidiary Guarantor from any of its obligations under its Subsidiary Guarantee or the indenture (except in accordance with the terms of the indenture); or



(12)

make any change in the preceding amendment and waiver provisions.

        Notwithstanding the preceding, without the consent of any holder of notes, Vidéotron and the trustee may amend or supplement the indenture or the notes:

(1)

to cure any ambiguity, defect or inconsistency;



(2)

to provide for uncertificated notes in addition to or in place of certificated notes;



(3)

to provide for the assumption of the obligations of Vidéotron or any Subsidiary Guarantor to holders of notes in the case of a merger, consolidation, or amalgamation or sale of all or substantially all of the assets of Vidéotron or such Subsidiary Guarantor, as the case may be; provided, however, that Vidéotron delivers to the trustee:



(a)

an opinion of counsel to the effect that holders of the notes will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such assumption by a successor corporation and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such assumption had not occurred, and



(b)

an opinion of counsel in Canada to the effect that holders of the notes will not recognize income, gain or loss for Canadian federal, provincial or territorial tax purposes as a result of such assumption by a successor corporation and will be subject to Canadian federal, provincial or territorial taxes (including withholding taxes) on the same amounts, in the same manner and at the same times as would have been the case if such assumption had not occurred;



(4)

to make any change that would provide any additional rights or benefits to the holders of the notes or that does not adversely affect the legal rights under the indenture of any such holder;



(5)

to add additional guarantees with respect to the notes or release Subsidiary Guarantors from Subsidiary Guarantees as provided or permitted by the terms of the indenture;



(6)

provide for the issuance of Additional Notes in accordance with the indenture; or



(7)

to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act.

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Satisfaction and Discharge

        The indenture will be discharged and will cease to be of further effect as to all notes issued thereunder, when:

(1)

either:



(a)

all notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has theretofore been deposited in trust and thereafter repaid to Vidéotron, have been delivered to the trustee for cancellation; or



(b)

all notes that have not been delivered to the trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise or will become due and payable within one year and Vidéotron or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the holders of the notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the notes not delivered to the trustee for cancellation for principal, premium and Additional Amounts and special interest, if any, and accrued interest to the date of maturity or redemption;



(2)

no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which Vidéotron or any Subsidiary Guarantor is a party or by which Vidéotron or any Subsidiary Guarantor is bound;



(3)

Vidéotron or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it under the indenture; and



(4)

Vidéotron has delivered irrevocable instructions to the trustee under the indenture to apply the deposited money toward the payment of the notes at maturity or the date of redemption, as the case may be.

        In addition, in each case, Vidéotron must deliver an officers' certificate and an opinion of counsel to the trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Concerning the Trustee

        If the trustee becomes a creditor of Vidéotron or any Subsidiary Guarantor, the indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

        The holders of a majority in principal amount of the then outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee, subject to certain exceptions. The indenture will provide that in case an Event of Default shall occur and be continuing, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of his or her own affairs. Subject to such provisions, the trustee will not be under an obligation to exercise any of its rights or powers under the indenture at the request of any holder of notes, unless such holder shall have offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense that might be incurred by it in compliance with this request.

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Additional Information

        Anyone who receives this prospectus may obtain a copy of the indenture and registration rights agreement without charge by writing to Vidéotron Ltée, 300 Viger Avenue East, Montréal, Québec, Canada H2X 3W4.

Governing Law

        The indenture and the notes will be governed by and construed in accordance with the laws of the State of New York.

Enforceability of Judgments

        Since substantially all of the assets of Vidéotron are outside the United States, any judgments obtained in the United States against Vidéotron, including judgments with respect to the payment of principal, premium, interest, special interest, Additional Amounts, Change of Control Payment, offer price, redemption price or other amounts payable under the notes, may not be collectible within the United States.

        Vidéotron's head office is in Québec and its assets are located principally in Québec. Vidéotron has been informed by its Canadian counsel, Ogilvy Renault, that the laws of Québec permit an action to be brought in a court of competent jurisdiction in Québec (a "Québec Court") on any final and enforceable judgment in personam for a sum certain of any federal or state court located in the Borough of Manhattan in The City of New York (a "New York Court") that is not subject to ordinary remedy under the internal laws of the State of New York if (i) the court rendering such judgment had jurisdiction over the judgment debtor, as recognized by the Québec Court (submission by Vidéotron in the indenture to the jurisdiction of the New York Court being sufficient for such purpose); (ii) such judgment was not obtained by fraud or in a manner contrary to natural justice or in contravention of the fundamental principles of procedure; (iii) the decision and enforcement thereof would not be inconsistent with public order as understood in international relations in Québec; (iv) the enforcement of such judgment does not constitute, directly or indirectly, the enforcement of foreign revenue laws (including taxation laws) or other laws of a public nature, such as expropriatory or penal laws; (v) a dispute between the same parties, based on the same facts and having the same object, has not given rise to a decision rendered in Québec, whether or not a final judgment, is not pending before a Québec Court in the first instance, or has not been decided in a third country and the decision has met the necessary conditions for recognition in Québec; (vi) the decision has not been rendered by default unless the plaintiff has proven due service on the defaulting party in accordance with the laws of the jurisdiction in which the decision was rendered; and (vii) the action to enforce such judgment is commenced within the applicable limitation period. Ogilvy Renault is not aware of any reasons under the present laws of Québec for avoiding enforcement of judgments of a New York Court with respect to the indenture or the notes on the basis of public order, as that term is understood in international relations and under the laws of Québec.

        In addition, under the Currency Act (Canada), a Canadian Court may only render judgment for a sum of money in Canadian currency, and in enforcing a foreign judgment for a sum of money in a foreign currency, a Canadian Court will render its decision in the Canadian currency equivalent of such foreign currency, converted at the rate of exchange prevailing on the day that the judgment of the New York Court became enforceable under New York law.

Book-Entry, Delivery and Form

        We refer to the notes that are being offered and sold to qualified institutional buyers in reliance on Rule 144A under the Securities Act as Rule 144A notes. Notes also may be offered and sold in offshore transactions in reliance on Regulation S, which we refer to as Regulation S notes. Except as set forth below, notes will be issued in registered, global form in minimum denominations of US$1,000 and integral multiples of US$1,000 in excess thereof. Notes will be issued at the closing of the offering only against payment in immediately available funds.

117

        Rule 144A notes initially will be represented by one or more notes in registered, global form without interest coupons, collectively, the Rule 144A global notes. The Rule 144A global notes will be deposited upon issuance with the trustee as custodian for The Depository Trust Company, or DTC, in New York, New York, and registered in the name of DTC or its nominee, for credit to an account of a direct or indirect participant in DTC as described below. Regulation S notes initially will be represented by one or more notes in registered, global form without interest coupons, collectively, the Regulation S global notes and, together with the Rule 144A global notes, the global notes. The Regulation S global notes will be deposited on the date of first issuance with the trustee as custodian for DTC and registered in the name of DTC or its nominee, for credit to the accounts of purchasers at Euroclear System, which we refer to as Euroclear, or Clearstream Banking, S.A., which we refer to as Clearstream (as indirect participants in DTC). Beneficial interests in the Rule 144A global notes may not be exchanged for beneficial interests in the Regulation S global notes at any time except in the limited circumstances described below. See "— Exchanges Between Regulation S notes and Rule 144A notes."

        Except as set forth below, the global notes may be transferred, in whole and not in part, only by DTC to another nominee of DTC, by a nominee of DTC to DTC or another nominee, or by DTC or this nominee to a successor of DTC or a nominee of this successor. Beneficial interests in the global notes may not be exchanged for notes in certificated form except in the limited circumstances described below. See "— Exchange of Global Notes for Certificated Notes." Except in the limited circumstances described below, owners of beneficial interests in the global notes will not be entitled to receive physical delivery of notes in certificated form.

        Rule 144A notes, including beneficial interests in the Rule 144A global notes, will be subject to certain restrictions on transfer and will bear a restrictive legend as described under "Notice to Investors." Regulation S notes will also bear the legend as described under "Notice to Investors." In addition, transfers of beneficial interests in the global notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants, including, if applicable, those of Euroclear and Clearstream, which may change from time to time.

Depositary Procedures

        The following description of the operations and procedures of DTC, Euroclear and Clearstream are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. Vidéotron takes no responsibility for these operations and procedures and urges investors to contact the system or their participants directly to discuss these matters.

        DTC has advised Vidéotron that DTC is a limited-purpose trust company created to hold securities for its participants and to facilitate the clearance and settlement of transactions in those securities between these participants through electronic book-entry changes in accounts of its participants. The participants include securities brokers and dealers (including the initial purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC's system is also available to indirect participants, which include other entities such as banks, brokers, dealers and trust companies, that clear through or maintain a custodial relationship with a participant, either directly or indirectly. Persons who are not participants may beneficially own securities held by or on behalf of DTC only through the participants or the indirect participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the participants and indirect participants.

        DTC has also advised Vidéotron that, pursuant to procedures established by it:

(1)

upon deposit of the global notes, DTC will credit the accounts of participants designated by the initial purchasers with portions of the principal amount of the global notes; and

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(2)

ownership of these interests in the global notes will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC (with respect to the participants) or by the participants and the indirect participants (with respect to other owners of beneficial interest in the global notes).

        Investors in the global notes who are participants in DTC's system may hold their interests in the global notes directly through DTC. Investors in the global notes who are not participants may hold their interests therein indirectly through organizations (including Euroclear and Clearstream) which are participants in such system. Euroclear and Clearstream will hold interests in the Regulation S global notes on behalf of their participants through customers' securities accounts in their respective names on the books of their respective depositories, which are Morgan Guaranty Trust Company of New York, Brussels office, as operator of Euroclear, and Citibank, N.A., as operator of Clearstream. All interests in a global note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems. The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a global note to such Persons will be limited to that extent. Because DTC can act only on behalf of participants, which in turn act on behalf of indirect participants, the ability of a Person having beneficial interests in a global note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described below, owners of interest in the global notes will not have notes registered in their names, will not receive physical delivery of notes in certificated form and will not be considered the registered owners or "holders" thereof under the indenture for any purpose.

        Payments in respect of the principal of, and interest and premium and special interest, if any, on a global note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the indenture. Under the terms of the indenture, Vidéotron and the trustee will treat the Persons in whose names the notes, including the global notes, are registered as the owners for the purpose of receiving payments and for all other purposes. Consequently, none of Vidéotron, the trustee or any agent of Vidéotron or the trustee has or will have any responsibility or liability for:

(1)

any aspect of DTC's records or any participant's or indirect participant's records relating to or payments made on account of beneficial ownership interests in the global notes or for maintaining, supervising or reviewing any of DTC's records or any participant's or indirect participant's records relating to the beneficial ownership interests in the global notes; or



(2)

any other matter relating to the actions and practices of DTC or any of its participants or indirect participants.

        DTC has advised Vidéotron that its current practice, upon receipt of any payment in respect of securities such as the notes (including principal and interest), is to credit the accounts of the relevant participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the participants and the indirect participants to the beneficial owners of notes will be governed by standing instructions and customary practices and will be the responsibility of the participants or the indirect participants and will not be the responsibility of DTC, the trustee or Vidéotron. Neither Vidéotron nor the trustee will be liable for any delay by DTC or any of its participants in identifying the beneficial owners of the notes, and Vidéotron and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

        Subject to the transfer restrictions set forth under "Notice to Investors," transfers between participants in DTC will be effected in accordance with DTC's procedures, and will be settled in same-day funds, and

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transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

        Subject to compliance with the transfer restrictions applicable to the notes described herein, cross-market transfers between the participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC's rules on behalf of each of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant global note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositaries for Euroclear or Clearstream.

        DTC has advised Vidéotron that it will take any action permitted to be taken by a holder of notes only at the direction of one or more participants to whose account DTC has credited the interests in the global notes and only in respect of such portion of the aggregate principal amount of the notes as to which such participant or participants has or have given such direction. However, if there is an Event of Default under the notes, DTC reserves the right to exchange the global notes for legended notes in certificated form, and to distribute such notes to its participants.

        Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Rule 144A global notes and the Regulation S global notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. None of Vidéotron or the trustee or any of their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

        A global note is exchangeable for definitive notes in registered certificated form, which we refer to as certificated notes, if:

(1)

DTC notifies Vidéotron that it (a) is unwilling or unable to continue as depositary for the global notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, Vidéotron fails to appoint a successor depositary within 120 days after the date of such notice;



(2)

Vidéotron, at its option, notifies the trustee in writing that it elects to cause the issuance of the certificated notes; or



(3)

there shall have occurred and be continuing a Default or Event of Default with respect to the notes.

        In addition, beneficial interests in a global note may be exchanged for certificated notes upon prior written notice given to the trustee by or on behalf of DTC in accordance with the indenture. In all cases, certificated notes delivered in exchange for any global note or beneficial interests in global notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures) and will bear the applicable restrictive legend referred to in "Notice to Investors," unless that legend is not required by applicable law.

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Exchange of Certificated Notes for Global Notes

        Certificated notes may not be exchanged for beneficial interests in any global note unless the transferor first delivers to the trustee a written certificate, in the form provided in the indenture, to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such notes. See "Notice to Investors."

Exchanges Between Regulation S Notes and Rule 144A Notes

        Prior to the expiration of the Restricted Period, beneficial interests in the Regulation S global note may be exchanged for beneficial interests in the Rule 144A global note only if the transferor first delivers to the trustee a written certificate, in the form provided in the indenture, to the effect that:

(1)

such exchange occurs in connection with a transfer of the notes pursuant to Rule 144A under the Securities Act; and



(2)

the notes are being transferred to a Person:



(a)

who the transferor reasonably believes to be a qualified institutional buyer within the meaning of Rule 144A under the Securities Act;



(b)

purchasing for its own account or the account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A under the Securities Act; and



(c)

in accordance with all applicable securities laws of the states of the United States and other jurisdictions.

        Beneficial interests in a Rule 144A global note may be transferred to a Person who takes delivery in the form of an interest in the Regulation S global note, whether before or after the expiration of the Restricted Period, only if the transferor first delivers to the trustee a written certificate (in the form provided in the indenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if available) under the Securities Act.

        Transfers involving exchanges of beneficial interests between the Regulation S global notes and the Rule 144A global notes will be effected in DTC by means of an instruction originated by the trustee through the DTC Deposit/Withdraw at Custodian system. Accordingly, in connection with any such transfer, appropriate adjustments will be made to reflect a decrease in the principal amount of the Regulation S global note and a corresponding increase in the principal amount of the Rule 144A global note or vice versa, as applicable. Any beneficial interest in one of the global notes that is transferred to a Person who takes delivery in the form of an interest in the other global note will, upon transfer, cease to be an interest in such global note and will become an interest in the other global note and, accordingly, will thereafter be subject to all transfer restrictions and other procedures applicable to beneficial interests in such other global note for so long as it remains such an interest.

Same Day Settlement and Payment

        Vidéotron will make payments in respect of the notes represented by the global notes (including principal, premium, if any, interest and special interest, if any) by wire transfer of immediately available funds to the accounts specified by the global note holder. Vidéotron will make all payments of principal, interest and premium and special interest, if any, with respect to certificated notes by wire transfer of immediately available funds to the accounts specified by the holders thereof or, if no such account is specified, by mailing a check to each such holder's registered address. The notes represented by the global notes are expected to be eligible to trade in the PORTAL Market and to trade in DTC's Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. Vidéotron expects that secondary trading in any certificated notes will also be settled in immediately available funds.

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        Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a global note from a participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised Vidéotron that cash received in Euroclear or Clearstream as a result of sales of interests in a global note by or through a Euroclear or Clearstream participant to a participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC's settlement date.

Consent to Jurisdiction and Service

        The indenture provides that Vidéotron irrevocably appoints CT Corporation System as its agent for service of process in any suit, action, or proceeding with respect to the indenture or the notes and for actions brought under federal or state securities laws in any federal or state court located in the Borough of Manhattan in The City of New York and submits to such non-exclusive jurisdiction.

Definitions

        Set forth below are defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

        "Acquired Debt" means, with respect to any specified Person:

(1)

Indebtedness of any other Person existing at the time such other Person is merged with or into or becomes a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of such specified Person; and



(2)

Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

        "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control," as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided, however, that beneficial ownership of more than 10% of the Voting Stock of a Person shall be deemed to be control. For purposes of this definition, the terms "controlling," "controlled by" and "under common control with" shall have correlative meanings.

        "Asset Acquisition" means (a) an Investment by Vidéotron or any Restricted Subsidiary in any other Person pursuant to which such Person shall become a Restricted Subsidiary or shall be consolidated or merged with or into Vidéotron or any Restricted Subsidiary or (b) any acquisition by Vidéotron or any Restricted Subsidiary of the assets of any Person that constitute substantially all of an operating unit, a division or line of business of such Person or that is otherwise outside of the ordinary course of business.

        "Asset Sale" means:

(1)

the sale, lease, conveyance or other disposition of any assets or rights, other than sales of inventory in the ordinary course of business; provided, however, that the sale, conveyance or other disposition of all or substantially all of the assets of Vidéotron and its Restricted Subsidiaries, taken as a whole, will be governed by the provisions of the indenture described under the caption "— Repurchase at the Option of Holders — Change of Control" and/or the provisions described under the caption "— Covenants — Merger, Consolidation or Sale of Assets" and not by the provisions of the indenture described under "— Repurchase at the Option of Holders — Asset Sales;" and

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(2)

the issuance of Equity Interests of any of Vidéotron's Restricted Subsidiaries or the sale by Vidéotron's or any of its Restricted Subsidiaries of Equity Interests in any of its Restricted Subsidiaries.

        Notwithstanding the preceding, the following items shall not be deemed to be Asset Sales:

(1)

any single transaction or series of related transactions that involves assets having a fair market value (as determined by the Board of Directors of Vidéotron and evidenced by a resolution of the Board of Directors of Vidéotron) of less than US$1.0 million;



(2)

a sale, lease, conveyance or other disposition of assets between or among Vidéotron and its Restricted Subsidiaries;



(3)

an issuance of Equity Interests by a Restricted Subsidiary to Vidéotron or to another Restricted Subsidiary;



(4)

the sale, lease, conveyance or other disposition of equipment, inventory, accounts receivable or other assets in the ordinary course of business;



(5)

the sale or other disposition of cash or Cash Equivalents;



(6)

any Tax Benefit Transaction; and



(7)

a Restricted Payment or Permitted Investment that is permitted by the covenant described above under the caption "— Covenants — Restricted Payments."

        "Asset Swap" means an exchange of assets by Vidéotron or a Restricted Subsidiary of Vidéotron for:

(1)

one or more Permitted Businesses;



(2)

a controlling equity interest in any Person whose assets consist primarily of one or more Permitted Businesses; provided such Person becomes a Restricted Subsidiary of Vidéotron; and/or



(3)

long-term assets that are used in a Permitted Business in a like-kind exchange or transfer pursuant to Section 1031 of the Internal Revenue Code or any similar or successor provision of the Internal Revenue Code or Sections 51, 85, 85.1, 86, 87 or 88(1) of the Income Tax Act (Canada) or any similar or successor provisions of the Income Tax Act (Canada).

        "Attributable Debt" in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction, including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

        "Back-to-Back Debt" means any loans made or debt instruments issued as part of a Back-to-Back Transaction and in which each party to such Back-to-Back Transaction, other than a Vidéotron Entity, executes a subordination agreement in favor of the holders of the notes in substantially the form attached as an exhibit to the indenture.

        "Back-to-Back Preferred Shares" means Preferred Shares issued:

(a)

to a Vidéotron Entity by an Affiliate of Vidéotron in circumstances where, immediately prior to or after, as the case may be, the issuance of such Preferred Shares, an Affiliate of such Vidéotron Entity has loaned on an unsecured basis to such Vidéotron Entity, or an Affiliate of such Vidéotron Entity has subscribed for Preferred Shares of such Vidéotron Entity, in an amount equal to, the requisite subscription price for such Preferred Shares;

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(b)

by a Vidéotron Entity to one of its Affiliates in circumstances where, immediately prior to or after, as the case may be, the issuance of such Preferred Shares, such Vidéotron Entity has loaned an amount equal to the proceeds of such issuance to an Affiliate on an unsecured basis; or



(c)

by a Vidéotron Entity to one of its Affiliates in circumstances where, immediately prior to or after, as the case may be, the issuance of such Preferred Shares, such Vidéotron Entity has used the proceeds of such issuance to subscribe for Preferred Shares issued by an Affiliate;

in each case on terms whereby:

(i)

the aggregate redemption amount applicable to the Preferred Shares issued to or by such Vidéotron Entity is identical:



(A)

in the case of (a) above, to the principal amount of the loan made or the aggregate redemption amount of the Preferred Shares subscribed for by such Affiliate;



(B)

in the case of (b) above, to the principal amount of the loan made to such Affiliate; or



(C)

in the case of (c) above, to the aggregate redemption amount of the Preferred Shares issued by such Affiliate;



(ii)

the dividend payment date applicable to the Preferred Shares issued to or by such Vidéotron Entity will:



(A)

in the case of (a) above, be immediately prior to, or on the same date as, the interest payment date relevant to the loan made or the dividend payment date on the Preferred Shares subscribed for by such Affiliate;



(B)

in the case of (b) above, be immediately after, or on the same date as, the interest payment date relevant to the loan made to such Affiliate; or



(C)

in the case of (c) above, be immediately after, or on the same date as, the dividend payment date on the Preferred Shares issued by such Affiliate;



(iii)

the amount of dividends provided for on any payment date in the share conditions attaching to the Preferred Shares issued:



(A)

to a Vidéotron Entity in the case of (a) above, will be equal to or in excess of the amount of interest payable in respect of the loan made or the amount of dividends provided for in respect of the Preferred Shares subscribed for by such Affiliate;



(B)

by a Vidéotron Entity in the case of (b) above, will be less than or equal to the amount of interest payable in respect of the loan made to such Affiliate; or



(C)

by a Vidéotron Entity in the case of (c) above, will be equal to the amount of dividends in respect of the Preferred Shares issued by such Affiliate;

and provided that, in the case of Preferred Shares issued by a Restricted Subsidiary of Vidéotron that is not a Subsidiary Guarantor, each holder of such Preferred Shares under such Back-to-Back Transaction, other than such Restricted Subsidiary, executes a subordination agreement in favor of the holders of the notes in substantially the form attached as an exhibit to the indenture.

        "Back-to-Back Securities" means the Back-to-Back Preferred Shares or the Back-to-Back Debt or both, as the context requires, provided that a Back-to-Back Security issued by any Restricted Subsidiary of Vidéotron that is not a Subsidiary Guarantor (A) shall provide that (i) such Restricted Subsidiary shall suspend any payment on such Back-to-Back Security until such Restricted Subsidiary receives payment on the corresponding Back-to-Back Security in an amount equal to or exceeding the amount to be paid on the Back-to-Back Security issued by such Restricted Subsidiary and (ii) if the holder of such Back-to-Back Security is paid any amount on or with respect to such Back-to-Back Security by such Restricted Subsidiary, then to the extent such amounts are paid out of proceeds in excess of the corresponding payment received by such Restricted Subsidiary on the corresponding Back-to-Back Security held by it, the holder of such Back-to-Back Security will hold such excess payment in trust for the benefit of such Restricted Subsidiary

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and will forthwith repay such payment to such Restricted Subsidiary and (B) may provide that, notwithstanding clause (A), such Restricted Subsidiary may make payment on such Back-to-Back Security if at the time of payment such Restricted Subsidiary would be permitted to make such payment under the provision of the indenture described under the caption "— Covenants — Restricted Payments;" provided that any payment made pursuant to this clause (B) which is otherwise prohibited under clause (A) would constitute a Restricted Payment.

        "Back-to-Back Transactions" means any of the transactions described under the definition of Back-to-Back Preferred Shares.

        "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular "person" (as that term is used in Section 13(d)(3) of the Exchange Act), such "person" shall be deemed to have beneficial ownership of all securities that such "person" has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms "Beneficially Owns" and "Beneficially Owned" shall have corresponding meanings.

        "Board of Directors" means:

(1)

with respect to a corporation, the board of directors of the corporation;



(2)

with respect to a partnership, the board of directors of the general partner of the partnership; and



(3)

with respect to any other Person, the board or committee of such Person serving a similar function.

        "Canadian Taxing Authority" means any federal, provincial, territorial or other Canadian government or any authority or agency therein having the power to tax.

        "Capital Lease Obligation" means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

        "Capital Stock" means:

(1)

in the case of a corporation, corporate stock;



(2)

in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;



(3)

in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and



(4)

any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

        "Capital Stock Sale Proceeds" means the aggregate net cash proceeds received by Vidéotron after the Issue Date:

(1)

as a contribution to the common equity capital or from the issue or sale of Equity Interests of Vidéotron (other than Disqualified Stock or Back-to-Back Securities); or



(2)

from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of Vidéotron that have been converted into or exchanged for such Equity Interests,

other than, in either (1) or (2), Equity Interests (or convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities) sold to a Subsidiary of Vidéotron.

        "Cash Equivalents" means:

(1)

United States dollars or Canadian dollars;



(2)

investments in securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth, territory or province of the United States of America

125

or Canada, or by any political subdivision or taxing authority thereof, and rated in the "R-1" category by the Dominion Bond Rating Service Limited;

(3)

certificates of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers' acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of US$500.0 million;



(4)

repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;



(5)

commercial paper having the highest rating obtainable from Moody's Investors Service, Inc. or Standard & Poor's Rating Services and in each case maturing within one year after the date of acquisition or with respect to commercial paper in Canada, a rating in the "R-1" category by the Dominion Bond Rating Service Limited; and



(6)

money market funds at least 90% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition.

        "Change of Control" means the occurrence of any of the following:

(1)

the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Vidéotron and its Restricted Subsidiaries, taken as a whole, to any "person" (as that term is used in Section 13(d)(3) of the Exchange Act) other than a Permitted Holder or a Related Party of a Permitted Holder;



(2)

the adoption of a plan relating to the liquidation or dissolution of Vidéotron;



(3)

the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any Person, other than a Permitted Holder or a Related Party of a Permitted Holder, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of Vidéotron, measured by voting power rather than number of shares; or



(4)

during any consecutive two-year period, the first day on which individuals who constituted the Board of Directors of Vidéotron as of the beginning of such two-year period (together with any new directors who were nominated for election or elected to such Board of Directors with the approval of a majority of the individuals who were members of such Board of Directors, or whose nomination or election was previously so approved at the beginning of such two-year period) cease to constitute a majority of the Board of Directors of Vidéotron.

        "Consolidated Cash Flow" means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus:

(1)

provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus



(2)

Consolidated Interest Expense of such Person and its Restricted Subsidiaries for such period, including for purposes of this clause (2) any interest expense on the QMI Subordinated Loan that was otherwise excluded from the definition of Consolidated Interest Expense, in each case to the extent that any such expense was deducted in computing such Consolidated Net Income; plus



(3)

depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period to the extent such expense is amortized) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents (i) an accrual of or reserve for cash expenses in any future period or (ii) amortization of a prepaid cash expense that was paid in a prior period to the extent such expense is amortized) of such Person and its Restricted Subsidiaries for such period, to the extent that such depreciation,

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amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; minus

(4)

any interest and other payments made to Persons other than any Vidéotron Entity in respect of Back-to-Back Securities to the extent such interest and other payments were not deducted in computing such Consolidated Net Income; minus



(5)

non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business,

in each case, on a consolidated basis and determined in accordance with GAAP.

        Notwithstanding the preceding, the provision for taxes based on the income or profits of, the Consolidated Interest Expense of and the depreciation and amortization and other non-cash expenses of a Restricted Subsidiary of Vidéotron shall be added to Consolidated Net Income to compute Consolidated Cash Flow of Vidéotron only to the extent that a corresponding amount would be permitted at the date of determination to be dividended or distributed to Vidéotron by such Restricted Subsidiary without prior governmental approval (unless such approval has been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Restricted Subsidiary or its shareholders.

        "Consolidated Indebtedness" means, with respect to any Person as of any date of determination, without duplication, the total amount of Indebtedness of such Person and its Restricted Subsidiaries, including (i) the total amount of Indebtedness of any other Person, to the extent that such Indebtedness has been guaranteed by the referent Person or one or more of its Restricted Subsidiaries, and (ii) the aggregate liquidation value of all Disqualified Stock of such Person and all Preferred Shares of Restricted Subsidiaries of such Person, in each case, determined on a consolidated basis in accordance with GAAP.

        "Consolidated Interest Expense" means, with respect to any Person, for any period, without duplication, the sum of (i) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued (including, without limitation, amortization of original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts, and other fees, and charges incurred in respect of letter of credit or bankers' acceptance financings), all calculated after taking into account the effect of all Hedging Obligations, (ii) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period, (iii) any interest expense on Indebtedness of another Person that is guaranteed by such Person or any of its Restricted Subsidiaries or secured by a Lien on assets of such Person or any of its Restricted Subsidiaries (whether or not such guarantee or Lien is called upon), (iv) the product of (a) all dividend payments on any series of Preferred Shares of such Person or any of its Restricted Subsidiaries, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state, provincial, territorial and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP, and (v) to the extent not included in clause (iv) above for purposes of GAAP, the product of (a) all dividend payments on any series of Disqualified Stock of such Person or any of its Restricted Subsidiaries, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state, provincial, territorial and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP. Interest and other payments on Back-to-Back Securities, and any accrual, or payment-in-kind, of interest on the QMI Subordinated Loan to the extent such interest is not paid in cash, will not be included as Consolidated Interest Expense.

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        "Consolidated Net Income" means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided, however, that:

(1)

the Net Income (but not loss) of any Person that is not a Restricted Subsidiary (other than an Unrestricted Subsidiary) or that is accounted for by the equity method of accounting shall be included; provided, that the Net Income shall be included only to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Restricted Subsidiary thereof;



(2)

the Net Income of any Restricted Subsidiary shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (unless such approval has been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary or its equityholders;



(3)

the Net Income of any Person acquired during the specified period for any period prior to the date of such acquisition shall be excluded;



(4)

the cumulative effect of a change in accounting principles shall be excluded;



(5)

the Net Income (but not loss) of any Unrestricted Subsidiary shall be excluded, whether or not distributed to the specified Person or one of its Subsidiaries; provided however, that for purposes of the covenant described under the caption "— Covenants — Restricted Payments," the Net Income of any Unrestricted Subsidiary will be included to the extent it would otherwise be included under clause (1) of this definition; and



(6)

any non-cash compensation expense realized for grants of performance shares, stock options or other rights to officers, directors and employees of Vidéotron or any Restricted Subsidiary shall be excluded, provided that such shares, options or other rights can be redeemed at the option of the holders thereof for Capital Stock of Vidéotron or Quebecor Media Inc. (other than in each case Disqualified Stock of Vidéotron).

        "Consolidated Revenues" means the gross revenues of Vidéotron and its Restricted Subsidiaries determined on a consolidated basis in accordance with GAAP; provided that (1) any portion of gross revenues derived directly or indirectly from Unrestricted Subsidiaries, including dividends or distributions from Unrestricted Subsidiaries, shall be excluded from such calculation, and (2) any portion of gross revenues derived directly or indirectly from a Person (other than a Subsidiary of Vidéotron or one of its Restricted Subsidiaries) accounted for by the equity method of accounting shall be included in such calculation only to the extent of the amount of dividends or distributions actually paid to Vidéotron or a Restricted Subsidiary by such Person.

        "Credit Agreement" means the amended credit facility between Vidéotron, the guarantor subsidiaries named therein, Royal Bank of Canada, as administrative agent, RBC Dominion Securities, Inc., as lead arranger, and the lenders thereto to be entered into on or prior to the Issue Date.

        "Credit Facilities" means, one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities, in each case with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.

        "Currency Exchange Protection Agreement" means, in respect of a Person, any foreign exchange contract, currency swap agreement, currency option or other similar agreement or arrangement designed to protect such Person against fluctuations in currency exchange rates entered into with any commercial bank or other financial institutions having capital and surplus in excess of US$500.0 million.

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        "Debt to Cash Flow Ratio" means, as of any date of determination (the "Determination Date"), the ratio of (a) the Consolidated Indebtedness of Vidéotron (excluding the QMI Subordinated Loan) as of such Determination Date to (b) the Consolidated Cash Flow of Vidéotron for the most recently ended fiscal quarter ending immediately prior to such Determination Date for which internal financial statements are available (the "Measurement Period") multiplied by four, determined on a pro forma basis after giving effect to all acquisitions or dispositions of assets made by Vidéotron and its Restricted Subsidiaries from the beginning of such quarter through and including such Determination Date (including any related financing transactions) as if such acquisitions and dispositions had occurred at the beginning of such quarter. For purposes of calculating Consolidated Cash Flow for each Measurement Period immediately prior to the relevant Determination Date, (i) any Person that is a Restricted Subsidiary on the Determination Date (or would become a Restricted Subsidiary on such Determination Date in connection with the transaction that requires the determination of such Consolidated Cash Flow) will be deemed to have been a Restricted Subsidiary at all times during the applicable Measurement Period; (ii) any Person that is not a Restricted Subsidiary on such Determination Date (or would cease to be a Restricted Subsidiary on such Determination Date in connection with the transaction that requires the determination of such Consolidated Cash Flow) will be deemed not to have been a Restricted Subsidiary at any time during the applicable Measurement Period; (iii) if Vidéotron or any of its Restricted Subsidiaries shall have in any manner (x) acquired through an Asset Acquisition or (y) disposed of (including by way of an Asset Sale or the termination or discontinuance of activities constituting such operating business) any operating business during the applicable Measurement Period or after the end of such period and on or prior to such Determination Date, such calculation will be made on a pro forma basis in accordance with GAAP, as if, in the case of an Asset Acquisition, all such transactions (including any related financing transactions) had been consummated on the first day of the applicable Measurement Period, and, in the case of an Asset Sale or termination or discontinuance of activities constituting such operating business, all such transactions (including any related financing transactions) had been consummated prior to the first day of the applicable Measurement Period; (iv) if (A) since the beginning of the applicable Measurement Period, Vidéotron or any Restricted Subsidiary has incurred any Indebtedness that remains outstanding or has repaid any Indebtedness, or (B) the transaction giving rise to the need to calculate the Debt to Cash Flow Ratio is an incurrence or repayment of Indebtedness, Consolidated Interest Expense for such Measurement Period shall be calculated after giving effect on a pro forma basis to such incurrence or repayment as if such Indebtedness was incurred or repaid on the first day of such period, provided that, in the event of any such repayment of Indebtedness, Consolidated Cash Flow for such period shall be calculated as if Vidéotron or such Restricted Subsidiary had not earned any interest income actually earned during such period in respect of the funds used to repay such Indebtedness; and (v) if any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated as if the base interest rate in effect for such floating rate of interest on the Determination Date had been the applicable base interest rate for the entire Measurement Period (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of twelve months). For purposes of this definition, any pro forma calculation shall be made in good faith by a responsible financial or accounting officer of Vidéotron consistent with Article 11 of Regulation S-X of the Securities Act, as such Regulation may be amended.

        "Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

        "Deferred Management Fees" means, for any period, any Management Fees that were payable during any prior period, the payment of which was not effected when due.

        "Disqualified Stock" means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the date on which the notes mature. Notwithstanding the preceding sentence,

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(i) Back-to-Back Preferred Shares will not constitute Disqualified Stock and (ii) any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require Vidéotron to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that Vidéotron may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described under the caption "— Covenants — Restricted Payments." The term "Disqualified Stock" shall also include any options, warrants or other rights that are convertible into Disqualified Stock or that are redeemable at the option of the holder, or required to be redeemed, prior to the date that is 91 days after the date on which the notes mature.

        "Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

        "Equity Offering" means an offering by Vidéotron of Equity Interests (other than Disqualified Stock or Back-to-Back Securities) of Vidéotron however designated and whether voting or non-voting or an equity contribution by a direct or indirect parent company to the common equity of Vidéotron.

        "Exchange Offer Registration Statement" has the meaning set forth in the registration rights agreement.

        "Exchange Notes" has the meaning set forth in the registration rights agreement.

        "Existing Indebtedness" means Indebtedness of Vidéotron and its Restricted Subsidiaries (other than Indebtedness under the Credit Agreement, but including CF Cable TV Inc.'s Senior Secured First Priority Notes due 2007) in existence on the Issue Date, until such amounts are repaid.

        "GAAP" means generally accepted accounting principles, consistently applied, as in effect in Canada from time to time.

        "Government Securities" means direct obligations of, or obligations guaranteed by, the United States of America (including any agency or instrumentality thereof) and the payment for which the United States of America pledges its full faith and credit, and which are not callable or redeemable at the issuer's option.

        "guarantee" means, as to any Person, a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness of another Person.

        "Hedging Obligations" means, with respect to any specified Person, the obligations of such Person pursuant to any Interest Rate Agreement or Currency Exchange Protection Agreement.

        "Indebtedness" means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent:

(1)

representing principal of and premium, if any, in respect of borrowed money;



(2)

representing principal of and premium, if any, evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);



(3)

in respect of banker's acceptances;



(4)

representing Capital Lease Obligations of such Person and all Attributable Debt in respect of sale and leaseback transactions entered into by such Person;



(5)

representing the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable;



(6)

representing the amount of all obligations of such Person with respect to the repayment of any Disqualified Stock or, with respect to any Subsidiary of such Person, any Preferred Stock (in each case, valued at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued dividends); or



(7)

representing any Hedging Obligations,

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if and to the extent any of the preceding items (other than letters of credit, Hedging Obligations, Attributable Debt, Disqualified Stock and Preferred Stock) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term "Indebtedness" includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the guarantee by the specified Person of any Indebtedness of any other Person. For purposes hereof, the "maximum fixed repurchase price" of any Disqualified Stock or Preferred Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to the indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined in good faith by the Board of Directors of the issuer of such Disqualified Stock or Preferred Stock. The term "Indebtedness" will not include Back-to-Back Securities.

        The amount of any Indebtedness described above in clauses (1) through (7) and in the preceding paragraph outstanding as of any date shall be the outstanding balance at such date of all unconditional obligations as described above and, with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation, and shall be:

(1)

the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount, and



(2)

the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness;

provided, however, that if any Indebtedness denominated in a currency other than Canadian dollars is hedged or swapped through the maturity of such Indebtedness under a Currency Exchange Protection Agreement, the amount of such Indebtedness will be adjusted to the extent of any positive or negative value (to the extent the obligation under such Currency Exchange Protection Agreement is not otherwise included as Indebtedness of such Person) of such Currency Exchange Protection Agreement.

        "Interest Rate Agreement" means, for any Person, any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other similar agreement or arrangement designed to protect against fluctuations in interest rates entered into with any commercial bank or other financial institution having capital and surplus in excess of US$500.0 million.

        "Investments" means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans or other extensions of credit (including guarantees, but excluding advances to customers or suppliers in the ordinary course of business that are, in conformity with GAAP, recorded as accounts receivable, prepaid expenses or deposits on the balance sheet of Vidéotron or its Restricted Subsidiaries and endorsements for collection or deposit arising in the ordinary course of business), advances (excluding commission, travel and similar advances to officers and employees made consistent with past practices), capital contributions (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP and include the designation of a Restricted Subsidiary as an Unrestricted Subsidiary. If Vidéotron or any of its Restricted Subsidiaries sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of Vidéotron such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of Vidéotron, Vidéotron shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Investment in such Restricted Subsidiary not sold or disposed of in an amount determined as provided in the third paragraph of the covenant described under the caption "— Covenants — Restricted Payments." The acquisition by Vidéotron or any Restricted Subsidiary of Vidéotron of a Person that holds an Investment in a third Person will be deemed to be an Investment by Vidéotron or such Restricted Subsidiary in such third Person in an amount equal to the fair

131

market value of the Investment held by the acquired Person in such third Person in an amount determined as provided in the third paragraph of the covenant described under the caption "— Covenants — Restricted Payments."

        "Issue Date" means October 8, 2003.

        "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest, hypothecation, assignment for security or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or capital lease or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

        "Management Fees" means any amounts payable by Vidéotron or any Restricted Subsidiary in respect of management or similar services.

        "Net Income" means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Shares dividends, excluding, however:

(1)

any gain (or loss), together with any related provision for taxes on such gain (or loss), realized in connection with: (a) any Asset Sale (without regard to the $1.0 million limitation set forth in the definition thereof) or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and



(2)

any extraordinary gain (or loss), together with any related provision for taxes on such extraordinary gain (or loss).

        "Net Proceeds" means the aggregate cash proceeds received by Vidéotron or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of (a) the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, (b) any relocation expenses incurred as a result of the Asset Sale, (c) taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, (d) amounts required to be applied to the repayment of Indebtedness or other liabilities, secured by a Lien on the asset or assets that were the subject of such Asset Sale, or required to be paid as a result of such sale, (e) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP, and (f) all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures of Vidéotron or such Restricted Subsidiary as a result of such Asset Sale.

        "Non-Recourse Debt" means Indebtedness:

(1)

as to which neither Vidéotron nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise or (c) constitutes the lender;



(2)

no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit, upon notice, lapse of time or both, any holder of any other Indebtedness (other than the notes) of Vidéotron or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its Stated Maturity; and



(3)

as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of Vidéotron or any of its Restricted Subsidiaries.

        "Obligations" means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

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        "Permitted Business" means the businesses conducted by Vidéotron and its Restricted Subsidiaries in the cable and telecommunications industry, including on-line internet services, telephony and the sale and rental of videocassettes, or anything related or ancillary thereto.

        "Permitted Holders" means one or more of the following persons or entities:

(1)

Quebecor Inc.;



(2)

Quebecor Media Inc.;



(3)

any issue of the late Pierre Péladeau;



(4)

any trust having as its sole beneficiaries one or more of the persons listed in clause (3) above;



(5)

any corporation, partnership or other entity controlled by one or more of the persons or trusts referred to in clause (3) or (4) above or in this clause (5); and



(6)

Capital Communications CDPQ Inc.

        "Permitted Investments" means:

(1)

any Investment in Vidéotron or in a Restricted Subsidiary of Vidéotron;



(2)

any Investment in cash or Cash Equivalents;



(3)

any Investment by Vidéotron or any of its Restricted Subsidiaries in a Person, if as a result of such Investment:



(a)

such Person becomes a Restricted Subsidiary of Vidéotron; or



(b)

such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Vidéotron or any of its Restricted Subsidiaries,

provided that, in each case, such Person's primary business is a Permitted Business;

(4)

any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described under the caption "— Repurchase at the Option of Holders — Asset Sales;"



(5)

any acquisition of assets solely in exchange for the issuance of Equity Interests (other than Disqualified Stock or Back-to-Back Securities) of Vidéotron;



(6)

Hedging Obligations entered into in the ordinary course of business of Vidéotron or any of its Restricted Subsidiaries and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates or foreign currency exchange rates or by reason of fees, indemnifies and compensation payable thereunder;



(7)

payroll, travel and similar advances to officers, directors and employees of Vidéotron and its Restricted Subsidiaries for business-related travel expenses, moving expenses and other similar expenses that are expected at the time of such advances ultimately to be treated as expenses in accordance with GAAP;



(8)

any Investment in connection with Back-to-Back Transactions;



(9)

any Investment existing on the Issue Date; and



(10)

other Investments in any Person that is not an Affiliate of Vidéotron (other than a Restricted Subsidiary) having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (10) since the Issue Date not to exceed US$50.0 million.

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        "Permitted Liens" means:

(1)

Liens on the assets of Vidéotron and any Restricted Subsidiaries of Vidéotron securing Indebtedness and other Obligations of Vidéotron and Restricted Subsidiaries of Vidéotron under Credit Facilities, which Indebtedness was permitted by the terms of the indenture to be incurred, provided, however, that the aggregate principal amount of such Indebtedness secured by such Liens shall not exceed an aggregate of Cdn$650 million at any one time outstanding;



(2)

Liens in favor of Vidéotron or a Restricted Subsidiary;



(3)

Liens on property of a Person existing at the time such Person is merged with or into or consolidated or amalgamated with Vidéotron or any Restricted Subsidiary of Vidéotron, provided that such Liens were in existence prior to the contemplation of such merger, consolidation or amalgamation and do not extend to any assets other than those of the Person merged into or consolidated or amalgamated with Vidéotron or the Restricted Subsidiary;



(4)

Liens on property existing at the time of acquisition thereof by Vidéotron or any of its Restricted Subsidiaries, provided that such Liens were in existence prior to the contemplation of such acquisition and do not extend to any assets other than such property;



(5)

Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;



(6)

Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the second paragraph of the covenant described under the caption "— Covenants — Incurrence of Indebtedness and Issuance of Preferred Shares" covering only the assets acquired with such Indebtedness;



(7)

Liens existing on the Issue Date;



(8)

Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor;



(9)

Liens securing Permitted Refinancing Indebtedness, provided that any such Lien does not extend to or cover any property, Capital Stock or Indebtedness other than the property, shares or debt securing the Indebtedness so refunded, refinanced or extended;



(10)

attachment or judgment Liens not giving rise to a Default or an Event of Default;



(11)

Liens incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security;



(12)

Liens incurred or deposits made to secure the performance of tenders, bids, leases, statutory or regulatory obligations, bankers' acceptance, surety and appeal bonds, government contracts, performance and return-of-money bonds and other obligations of a similar nature incurred in the ordinary course of business, exclusive of Obligations for the payment of borrowed money;



(13)

licenses, permits, reservations, servitudes, easements, rights-of-way and rights in the nature of easements (including, without limiting the generality of the foregoing, licenses, easements, rights-of-way and rights in the nature of easements for railways, sidewalks, public ways, sewers, drains, gas or oil pipelines, steam, gas and water mains or electric light and power, or telephone and telegraph or cable television conduits, poles, wires and cables, reservations, limitations, provisos and conditions expressed in any original grant from any governmental entity or other grant of real or immovable property, or any interest therein) and zoning land use and building restrictions, by-laws, regulations and ordinances of federal, provincial, regional, state, municipal and other governmental authorities in respect of real property not interfering, individually or in the aggregate, in any material respect with the use of the affected real property for the ordinary conduct of the business of Vidéotron or any of its Restricted Subsidiaries at such real property;

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(14)

Liens of franchisors or other regulatory bodies arising in the ordinary course of business;



(15)

Liens securing reimbursement obligations with respect to letters of credit that encumber documents and other property relating to such letters of credit and the products and proceeds thereof;



(16)

Liens encumbering customary initial deposits and margin deposits, and other Liens that are within the general parameters customary in the industry and incurred in the ordinary course of business, in each case, securing Indebtedness under Hedging Obligations and forward contracts, options, future contracts, future options or similar agreements or arrangements, including mark-to-market transactions designed solely to protect Vidéotron or any of its Restricted Subsidiaries from fluctuations in interest rates, currencies or the price of commodities;



(17)

Liens consisting of any interest or title of licensor in the property subject to a license;



(18)

Liens arising from sales or other transfers of accounts receivable which are past due or otherwise doubtful of collection in the ordinary course of business;



(19)

Any extensions, substitutions, replacements or renewals of the foregoing clauses (2) through (18); and



(20)

Liens incurred in the ordinary course of business of Vidéotron or any Restricted Subsidiary of Vidéotron with respect to Obligations that do not exceed US$25.0 million at any one time outstanding.

        "Permitted Refinancing Indebtedness" means any Indebtedness of Vidéotron or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of Vidéotron or any Subsidiary Guarantor (other than intercompany Indebtedness); provided, however, that:

(1)

the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest thereon and the amount of any reasonably determined premium necessary to accomplish such refinancing and such reasonable expenses incurred in connection therewith);



(2)

such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;



(3)

if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the notes or the Subsidiary Guarantees, such Permitted Refinancing Indebtedness is subordinated in right of payment to, the notes on terms at least as favorable to the holders of notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;



(4)

if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is pari passu in right of payment with the notes or any Subsidiary Guarantees, such Permitted Refinancing Indebtedness is pari passu with, or subordinated in right of payment to, the notes or such Subsidiary Guarantees; and



(5)

such Indebtedness is incurred either by Vidéotron, a Subsidiary Guarantor or by the Restricted Subsidiary who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

        "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

        "Preferred Shares" means any Capital Stock of a Person, however designated, which entitles the holder thereof to a preference with respect to the payment of dividends, or as to the distribution of assets upon any

135

voluntary or involuntary liquidation or dissolution of such Person, over shares of any other class of Capital Stock issued by such Person.

        "QMI Subordinated Loan" means the Indebtedness owed by Vidéotron to Quebecor Media Inc. pursuant to the Subordinated Loan Agreement dated March 24, 2003 between Vidéotron and Quebecor Media Inc., as amended.

        "Related Party" means:

(1)

any controlling shareholder, 80% (or more) owned Subsidiary, or immediate family member (in the case of an individual) of any Permitted Holder, or



(2)

any trust, corporation, partnership or other entity, the beneficiaries, shareholders, partners, owners or Persons beneficially holding an 80% or more controlling interest of which consist of any one or more Permitted Holder and/or such other Persons referred to in the immediately preceding clause (1).

        "Restricted Investment" means an Investment other than a Permitted Investment.

        "Restricted Subsidiary" of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

        "sale and leaseback transaction" means, with respect to any Person, any transaction involving any of the assets or properties of such Person whether now owned or hereafter acquired, whereby such Person sells or transfers such assets or properties and then or thereafter leases such assets or properties or any part thereof or any other assets or properties which such Person intends to use for substantially the same purpose or purposes as the assets or properties sold or transferred.

        "Significant Subsidiary" means any Subsidiary that would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof, as such Regulation is in effect on the Issue Date.

        "Stated Maturity" means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

        "Subordinated Indebtedness" means any Indebtedness of Vidéotron or any Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter incurred) that is subordinate or junior in right of payment to the notes or any Subsidiary Guarantee pursuant to a written agreement to that effect.

        "Subsidiary" means, with respect to any specified Person:

(1)

any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and



(2)

any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof).

        "Subsidiary Guarantee" means a guarantee on the terms set forth in the indenture by a Subsidiary Guarantor of Vidéotron's obligations with respect to the notes.

        "Subsidiary Guarantor" means (1) each Restricted Subsidiary of Vidéotron on the Issue Date other than Société D'Édition Et De Transcodage T.E. Ltée, CF Cable TV Inc. and their respective Subsidiaries and (2) any other Person that becomes a Subsidiary Guarantor pursuant to the covenant described under "— Covenants — Future Guarantors" or who otherwise executes and delivers a supplemental indenture to the trustee providing for a Subsidiary Guarantee, and in each case their respective successors and assigns until

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released from their obligations under their Subsidiary Guarantees and the indenture in accordance with the terms of the indenture.

        "Tax" means any tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and any other liabilities related thereto).

        "Tax Benefit Transaction" means, for so long as Vidéotron is a direct or indirect Subsidiary of Quebecor Inc., any transaction between a Vidéotron Entity and Quebecor Inc. or any of its Affiliates, the primary purpose of which is to create tax benefits for any Vidéotron Entity or for Quebecor Inc. or any of its Affiliates; provided, however, that (1) the Vidéotron Entity involved in the transaction obtains a favorable tax ruling from a competent tax authority or a favorable tax opinion from a nationally recognized Canadian law or accounting firm having a tax practice of national standing as to the tax efficiency of the transaction for such Vidéotron Entity; (2) Vidéotron delivers to the trustee (a) a resolution of the Board of Directors of Vidéotron to the effect the transaction will not prejudice the noteholders and certifying that such transaction has been approved by a majority of the disinterested members of such Board of Directors and (b) an opinion as to the fairness to such Vidéotron Entity of such transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing in the United States or Canada, provided that such an opinion shall not be required for Tax Benefit Transactions in amounts not exceeding Cdn$1 million (and not exceeding in the aggregate Cdn$10 million for the preceding 12-month period); (3) such transaction is set forth in writing; and (4) the Consolidated Cash Flow of Vidéotron is not reduced after giving pro forma effect to the transaction as if the same had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; provided, however, that if such transaction shall thereafter cease to satisfy the preceding requirements as a Tax Benefit Transaction, it shall thereafter cease to be a Tax Benefit Transaction for purposes of the indenture and shall be deemed to have been effected as of such date and, if the transaction is not otherwise permitted by the indenture as of such date, Vidéotron will be in default under the indenture if such transaction does not comply with the preceding requirements or is not otherwise unwound within 30 days of that date.

        "Unrestricted Subsidiary" means:

(a)

any Subsidiary of Vidéotron that is designated after the Issue Date as an Unrestricted Subsidiary as permitted or required pursuant to the covenant described under the caption "— Covenants — Designation of Restricted and Unrestricted Subsidiaries" and is not thereafter redesignated as a Restricted Subsidiary as permitted pursuant thereto; and



(b)

any Subsidiary of an Unrestricted Subsidiary.

        "Vidéotron Entity" means any of Vidéotron or any of its Restricted Subsidiaries.

        "Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

        "Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1)

the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by



(2)

the then outstanding principal amount of such Indebtedness.

        "Wholly Owned Restricted Subsidiary" of any specified Person means a Restricted Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors' qualifying shares) will at the time be owned by such Person or by one or more Wholly Owned Restricted Subsidiaries of such Person.

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CERTAIN TAX CONSIDERATIONS

Certain U.S. Federal Income Tax Considerations

        Based on the advice of Arnold & Porter, the following is a summary of certain U.S. federal income tax consequences applicable to the acquisition, ownership and disposition of new notes by a "U.S. Holder" who acquires the notes pursuant to this exchange offer. This summary is based on the Internal Revenue Code of 1986, as amended, which we refer to as the Code; Treasury Regulations; Internal Revenue Service, or IRS, rulings; and judicial decisions now in effect. All of these are subject to change, possibly with retroactive effect, or different interpretations. For purposes of this summary, "U.S. Holder" means the beneficial holder of a note who or that for U.S. federal income tax purposes is:

•

an individual citizen or resident alien of the United States;



•

a corporation or other entity treated as such formed in or under the laws of the United States or any political subdivision of the United States;



•

an estate, the income of which is subject to U.S. federal income taxation regardless of its source;



•

a trust, if a court within the United States is able to exercise primary supervision over the administration of such trust and one or more "U.S. persons" (within the meaning of the Code) have the authority to control all substantial decisions of the trust, or if a valid election is in effect to be treated as a U.S. person; or



•

a partnership or other entity treated as such, but only with respect to partners that are U.S. Holders under any of the foregoing clauses.

        This summary does not cover all aspects of U.S. federal income taxation that may be relevant to particular U.S. Holders in light of their specific circumstances (for example, U.S. Holders subject to the alternative minimum tax provisions of the Code) or to investors that may be subject to special treatment under U.S. federal income tax law, including:

•

dealers in stocks, securities or currencies;



•

securities traders that use a mark-to-market accounting method;



•

banks;



•

insurance companies;



•

tax-exempt organizations;



•

persons holding notes as part of a hedging or conversion transaction or a straddle;



•

persons deemed to sell notes under the constructive sale provisions of the Code;



•

persons whose functional currency is not the U.S. dollar; and



•

direct, indirect or constructive owners of 10% or more of our outstanding voting shares.

        The summary also does not discuss any aspect of state, local or foreign law, or U.S. federal estate and gift tax law as applicable to U.S. Holders. In addition, it is limited to U.S. Holders who purchase and hold the notes as "capital assets" within the meaning of the Code, generally, property held for investment.

You should consult your own tax advisor regarding the federal, state, local and foreign tax consequences of the acquisition, ownership and disposition of the notes.

Exchange of Notes

        The exchange of an old note for a new note by a holder pursuant to this exchange offer will not constitute a taxable exchange for U.S. federal income tax purposes. A U.S. Holder will not recognize any gain or loss upon the receipt of a new note pursuant to this exchange offer and a U.S. Holder will be required to continue to include interest on the new note in gross income in the manner and to the extent as now applies to an old note. A U.S. Holder's holding period for a new note will include the holding period for the old note

138

exchanged pursuant to this exchange offer, and such U.S. Holder's basis in the new note immediately after the exchange will be the same as such U.S. Holder's basis in such old note immediately before the exchange.

Interest on the Notes

        Stated interest on the notes will be taxable to a U.S. Holder as ordinary income at the time it is received or accrued, in accordance with the U.S. Holder's method of accounting for U.S. federal income tax purposes. Interest on the notes will constitute income from sources outside the United States and, with certain exceptions, will be "passive" or "financial services" income, which is treated separately from other types of income for purposes of computing the foreign tax credit allowable to a U.S. Holder under the federal income tax laws.

Redemption

        In the event of a Change of Control, the U.S. Holders will have the right to require us to purchase their notes. Under the Treasury Regulations, the right of U.S. Holders to require redemption of the notes upon the occurrence of a Change of Control will not give rise to original issue discount on the notes if the likelihood of the occurrence, as of the date the notes are issued, is remote. We believe that the likelihood of a Change of Control is remote under this rule, and therefore we will treat this possibility as if it will not give rise to original issue discount on the notes.

        We may redeem the notes at any time on or after a certain date, and, in certain circumstances, we may redeem or repurchase a portion of the notes at any time prior to a certain date. Under the Treasury Regulations, we will be deemed to exercise any option to redeem the notes if the exercise of such option would lower the yield of the notes. We believe, and will take the position for all U.S. federal income tax purposes, that we will not be treated as having exercised the option to redeem the notes under these rules.

Sale, Exchange or Retirement of a Note

        A U.S. Holder generally will recognize gain or loss upon the sale, exchange, redemption, retirement or other disposition of a note, measured by the difference, if any, between:

•

the amount of cash and the fair market value of any property received, except to the extent that the cash or other property is attributable to the payment of accrued interest not previously included in income, which amount will be taxable as ordinary income; and



•

the holder's tax basis in the notes.

        Any such gain or loss will generally be capital gain or loss and will generally be long-term capital gain or loss if the note has been held or deemed held for more than one year at the time of the disposition. Net capital gains of noncorporate U.S. Holders, including individuals, may be taxed at lower rates than items of ordinary income. The ability of a U.S. Holder to offset capital losses against ordinary income is limited. Any gain or loss recognized by a U.S. Holder on the sale or other disposition of a note generally will be treated as income from sources within the United States or loss allocable to income from sources within the United States. Any loss attributable to accrued but unpaid interest will be allocated against income of the same category and source as the interest on the notes. A U.S. Holder's tax basis in a note will generally equal its cost to the U.S. Holder.

Information Reporting and Backup Withholding

        A U.S. Holder of the notes may be subject to "backup withholding" with respect to certain "reportable payments," including interest payments and, under certain circumstances, principal payments on the notes. These backup withholding rules apply if the U.S. Holder, among other things:

•

fails to furnish a social security number or other taxpayer identification number, or TIN, certified under penalty of perjury within a reasonable time after the request for the TIN;



•

furnishes an incorrect TIN;

139

•

fails to report properly interest or dividends; or



•

under certain circumstances, fails to provide a certified statement, signed under penalties of perjury, that the TIN furnished is the correct number and that such holder is not subject to backup withholding.

        A U.S. Holder that does not provide us with its correct TIN also may be subject to penalties imposed by the IRS. Any amount withheld from a payment to a U.S. Holder under the backup withholding rules is creditable against the U.S. Holder's federal income tax liability, provided that the required information is furnished to the IRS. Backup withholding will not apply, however, with respect to payments made to certain U.S. Holders, including corporations and tax-exempt organizations, provided their exemptions from backup withholding are properly established.

        We will report to the U.S. Holders of notes and to the IRS the amount of any "reportable payments" for each calendar year and the amount of tax withheld, if any, with respect to these payments.

Canadian Material Federal Income Tax Considerations for Non-Residents of Canada

        In the opinion of Ogilvy Renault, our Canadian counsel, the following summary fairly describes the main Canadian federal income tax consequences applicable to you if you exchange old notes for new notes pursuant to the exchange offer or if you invest, as initial purchaser, in the notes and, for purposes of the Income Tax Act (Canada), which we refer to as the Act, you hold such notes as capital property. Generally, a note will be considered to be capital property to a holder provided the holder does not hold the note in the course of carrying on a business and has not acquired the note in one or more transactions considered to be an adventure or concerns in the nature of trade. This summary is based on the Canada-United States Income Tax Convention (1980), as amended, or the Convention, the relevant provisions of the Act and the Regulations thereunder, or the Regulations, as in force on the date hereof, and counsel's understanding of the administrative practices of the Canada Customs and Revenue Agency. It assumes that the specific proposals to amend the Act and the Regulations publicly announced by the Minister of Finance of Canada prior to the date of this prospectus are enacted in their present form, but the Act or the Regulations may not be amended as proposed or at all. This summary does not address provincial, territorial or foreign income tax considerations. Changes in the law or administrative practices or future court decisions may affect your tax treatment.

        The following commentary is generally applicable to a holder who, at all times for purposes of the Act, deals at arm's length with us and who, for the purposes of the Convention and the Act, is not and is not deemed to be a resident of Canada during any taxation year in which it owns the notes and does not use or hold, and is not deemed to use or hold the notes in the course of carrying on a business in Canada and to an insurer or an authorized foreign bank who carries on an insurance business or a bank business in Canada, who we refer to as a Non-Resident Holder.

Interest Payments

        A Non-Resident Holder will not be subject to tax (including withholding tax) under the Act on interest, principal or premium on the notes.

Dispositions

        Gains realized on the disposition or deemed disposition of a note by a Non-Resident Holder will not be subject to tax under the Act.

Exchange of Old Notes for New Notes

        The exchange of an old note for a new note by a Non-Resident Holder pursuant to a Registered Exchange Offer will not constitute a taxable transaction for the purposes of the Act.

The preceding discussions of federal income tax consequences is for general information only and is not legal or tax advice. Accordingly, you should consult your own tax advisor as to particular tax consequences of purchasing, holding, and disposing of the notes, including the applicability and effect of any state, local or foreign tax laws, and of any proposed changes in applicable laws.

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NOTICE TO CANADIAN INVESTORS

Distribution and Resale Restrictions

        The distribution of the new notes in Ontario is being made on an exempt distribution basis and, as such, is exempt from the requirement that we prepare and file a prospectus with the Ontario Securities Commission. Any resale of our new notes must be made in accordance with applicable securities laws, which may require resale to be made in accordance with exemptions from registration and prospectus requirements. Recipients of the new notes in Ontario are advised that, notwithstanding anything contained in this prospectus, the new notes may continue to be subject to resale restrictions in Canada notwithstanding the fact that we filed with the United States Securities and Exchange Commission an exchange offer registration statement with respect to our offer to exchange the old notes for the new notes. Vidéotron is not a "reporting issuer" in any province or territory of Canada. Accordingly, purchasers of the new notes are advised to seek legal advice prior to any resale of the new notes.

Representations and Agreement by Purchasers

        Each purchaser of new notes in Ontario will be deemed to have acknowledged, represented to and agreed with us and the dealer from whom confirmation of purchase of the new notes is received that such purchaser:

(a)

(i) is entitled under applicable provincial securities laws to purchase the new notes without the benefit of a prospectus qualified under such securities laws; (ii) is basing its investment decision solely on this prospectus and not on any other information concerning us or the prospectus; (iii) such purchaser is purchasing as principal for its own account and not as agent; (iv) such purchaser or any ultimate purchaser for which such purchaser is acting as agent (where permitted by law) is entitled under Ontario securities laws to purchase the new notes without the benefit of a prospectus qualified under such securities laws; (v) such purchaser is purchasing for investment only and not with a view to resale or distribution; and (vi) without limiting the generality of the foregoing, such purchaser is purchasing the new notes (x) through a dealer that is registered as an international dealer in Ontario and such purchaser is a "designated institution", including a fund or person, other than an individual that is an "accredited investor" as defined in section 1.1 of Ontario Securities Commission Rule 45-501 Exempt Distributions, or OSC Rule 45-501, and to which an international dealer in Ontario may sell our notes, or (y) through a dealer that is a fully registered dealer in Ontario and such fund or person (including an individual) is an "accredited investor" in Ontario under OSC Rule 45-501;



(b)

acknowledges that the distribution of the new notes in Canada is being made on an exempt distribution basis and that any resale of the notes in Canada must be made through an appropriately registered dealer or in accordance with an exemption from the registration requirements of applicable securities laws and in accordance with, or pursuant to an exemption from, the prospectus requirements of such laws, which vary depending on the Province. Canadian purchasers are advised to seek legal advice prior to any resale of the new notes; and



(c)

confirms that it is such purchaser's express wish that all documents evidencing or relating in any way to the sale of new notes be drafted in the English language only. Chaque acheteur des billets au Canada recevant un avis de confirmation à l'égard de son acquisition reconnaît que c'est sa volonté expresse que tous les documents faisant foi ou se rapportant de quelque manière à la vente des nouveaux billets soient rédigés uniquement en anglais.

Rights of Action for Damages or Rescission

        Securities legislation in Ontario provides that every purchaser of securities in Ontario pursuant to this prospectus shall have, in addition to any other rights it may have at law, a right of action for damages or rescission against us if this prospectus, together with any amendments hereto, contains a misrepresentation.

141

Where used herein, the term "misrepresentation" means an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make any statement not misleading or false in light of the circumstances in which it was made and the expression "material fact" means a fact that significantly affects or would reasonably be expected to have a significant effect on the market price or value of the new notes.

        In the event that this prospectus, together with any amendments hereto, delivered to a purchaser resident in Ontario contains a misrepresentation and it was a misrepresentation at the time of purchase, the purchaser will be deemed to have relied upon the misrepresentation and will, as provided below, have a right of action against us for damages, or for rescission, in which case, if the purchaser elects to exercise the right of rescission, the purchaser will have no right of action for damages against us provided that no action shall be commenced to enforce these rights:

(a)

in the case of an action for rescission, more than 180 days from the day of the transaction that gave rise to the cause of action;



(b)

in the case of any action, other than an action for rescission, more than the earlier of (i) 180 days after the purchaser first had knowledge of the facts giving rise to the cause of action, or (ii) three years after the date of the transaction that gave rise to the cause of action;



(c)

we will not be liable if we prove that the purchaser purchased the new notes with knowledge of the misrepresentation;



(d)

in the case of an action for damages, we will not be liable for all or any portion of the damages that we prove do not represent the depreciation in value of the new notes as a result of the misrepresentation relied upon; and



(e)

in no case will the amount recoverable in any action exceed the price at which the new notes were sold to purchasers.

        The right of action described herein is in addition to and without derogation from any other right or remedy the purchaser may have at law. The right of action must be exercised within prescribed time limits. Purchasers should refer to the applicable provisions of Ontario securities legislation for the particulars of these rights or consult with a legal advisor.

        The foregoing summary is subject to the express provisions of the Securities Act (Ontario) and the rules and regulations thereunder and reference is made to the complete text of such provisions contained therein. Such provisions may contain limitations and statutory defences on which we may rely.

142

PLAN OF DISTRIBUTION

        Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of these new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where those old notes were acquired as a result of market-making activities or other trading activities. Under the registration rights agreement, we and the subsidiary guarantors have agreed that, starting on the expiration date and ending on the sooner of 180 days after the effectiveness date of the registration statement that includes this prospectus and the date on which a participating broker-dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any of these resales. In addition, until                        , all dealers effecting transactions in the new notes may be required to deliver a prospectus.

        We will not receive any proceeds from any sale of new notes by broker-dealers. New notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes or a combination of these methods of resale, at market prices prevailing at the time of resale, at prices related to these prevailing market prices or negotiated prices. Any of these resales may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any of these broker-dealers and/or the purchasers of any of these new notes. Any broker-dealer that resells new notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of these new notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit of any of these resales of new notes and any commissions or concessions received by any of these persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        Until the 180th day after the effectiveness date of the registration statement that includes this prospectus or the date on which a participating broker-dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities, whichever occurs first, we and the subsidiary guarantors will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests those documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holders of the old notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the old notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

        Ogilvy Renault, Montréal, Canada, will pass upon the validity of the new notes offered by this prospectus. Arnold & Porter, New York, New York, will provide an opinion as to the enforceability of the new notes under New York law. A partner of Ogilvy Renault is a director of Quebecor Media and a director of Quebecor Inc.

INDEPENDENT AUDITORS

        Our combined balance sheets as at December 31, 2001 and 2002 and our combined statements of operations, shareholder's equity and cash flows for the three years ended December 31, 2002 included in this prospectus have been audited by KPMG LLP, independent accountants, as indicated in their report appearing in this prospectus.

143

WHERE YOU CAN FIND MORE INFORMATION

        We have filed with the SEC a registration statement on Form F-4 under the Securities Act with respect to the new notes offered in this prospectus. As permitted by SEC rules, this prospectus does not contain all of the information included in the registration statement (including its exhibits and schedules). You should read the registration statement (including its exhibits and schedules) for more information about us, the exchange offer and the new notes. This prospectus summarizes material provisions of contracts and other documents to which we refer you. Because this prospectus may not contain all the information that you find important, you should review the full text of these documents. We have filed these documents as exhibits to the registration statement.

        We are also subject to the reporting requirements of the Exchange Act. We file reports and other information with the SEC. The public may read and copy the registration statement (including its exhibits and schedules) and the reports and other information filed by us at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the SEC's Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of this Internet site is http://www.sec.gov.

        In addition, you may obtain a copy of the documents to which we refer you in this prospectus without charge upon written or oral request to: Vidéotron Ltée, 300 Viger Avenue East, Montreal, Québec, Canada H2X 3W4, Attention: Corporate Secretary, telephone number (514) 281-1232. To obtain timely delivery, you must request these documents no later than five business days before the expiration date of the exchange offer. Unless extended, the expiration date is                        , 2003.

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INDEX TO COMBINED FINANCIAL STATEMENTS

Annual Combined Financial Information as at December 31, 2001 and 2002 and for the Years Ended December 31, 2000, 2001 and 2002
Auditors' Report	F-2
Combined Statements of Operations for the years ended December 31, 2000, 2001 and 2002	F-3
Combined Statements of Shareholder's Equity for the years ended December 31, 2000, 2001 and 2002	F-4
Combined Balance Sheets as at December 31, 2001 and 2002	F-5
Combined Statements of Cash Flows for the years ended December 31, 2000, 2001 and 2002	F-6
Notes to Combined Financial Statements for the years ended December 31, 2000, 2001 and 2002	F-8
Interim Combined Financial Information as at and for the nine months ended September 30, 2002 and 2003
Combined Statements of Operations for the nine months ended September 30, 2002 and 2003 (unaudited)	F-46
Combined Statements of Shareholder's Equity for the nine months ended September 30, 2002 and 2003 (unaudited)	F-47
Combined Balance Sheets as at December 31, 2002 and September 30, 2003 (unaudited)	F-48
Combined Statements of Cash Flows for the nine months ended September 30, 2002 and 2003 (unaudited)	F-49
Notes to Combined Financial Statements for the nine months ended September 30, 2002 and 2003 (unaudited)	F-50

F-1

AUDITORS' REPORT

TO THE DIRECTORS OF VIDÉOTRON LTÉE

        We have audited the combined balance sheets of Vidéotron Ltée as at December 31, 2001 and 2002 and the combined statements of operations, shareholder's equity and cash flows for each of the years in the three-year period ended December 31, 2002. These combined financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these combined financial statements based on our audits.

        We conducted our audits in accordance with Canadian generally accepted auditing standards and United States generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

        In our opinion, these combined financial statements present fairly, in all material respects, the financial position of Vidéotron Ltée as at December 31, 2001 and 2002 and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2002 in accordance with Canadian generally accepted accounting principles.

/s/ KPMG LLP
Chartered Accountants
Montréal, Canada
January 21, 2003, except as to note 22(e), which is as of October 8, 2003.

F-2

VIDÉOTRON LTÉE

COMBINED STATEMENTS OF OPERATIONS

Years ended December 31, 2000, 2001 and 2002
(in thousands of Canadian dollars)

		2000			2001			2002
Operating revenues
	Cable television	$	596,223		$	607,942		$	579,200
	Internet		60,112			99,629			135,514
	Video stores		32,053			35,155			35,344
	Other		6,745			6,468			5,325
			695,133			749,194			755,383
Operating expenses
	Direct cost		184,305			198,212			211,318
	Operating, general and administrative expenses		267,382			269,978			278,320
			451,687			468,190			489,638
Operating income before the undernoted			243,446			281,004			265,745
Depreciation and amortization (note 4)			128,015			132,906			139,505
Financial expenses (note 5)			54,842			98,831			75,832
Other items (note 6)			99,205			98,046			25,000
Income (loss) before income taxes, non-controlling interest and amortization of goodwill			(38,616	)		(48,779	)		25,408
Income taxes (note 7):
	Current		3,741			3,172			5,046
	Future		(26,356	)		(13,214	)		3,377
			(22,615	)		(10,042	)		8,423
			(16,001	)		(38,737	)		16,985
Non-controlling interest in a subsidiary			253			145			188
Income (loss) before amortization of goodwill			(16,254	)		(38,882	)		16,797
Amortization of goodwill (note 1 (b) (iii))			13,397			13,331			—
Net income (loss)		$	(29,651	)	$	(52,213	)	$	16,797

See accompanying notes to combined financial statements.

F-3

VIDÉOTRON LTÉE

COMBINED STATEMENTS OF SHAREHOLDER'S EQUITY

Years ended December 31, 2000, 2001 and 2002
(in thousands of Canadian dollars)

		Capital stock		Contributed surplus		Retained earnings (deficit)			Total shareholder's equity
Balance as at December 31, 1999:
	As previously reported	$	3	$	84,357	$	325,023		$	409,383
	Cumulative effect of accounting changes (note 1 (b))		—		—		(5,660	)		(5,660	)
	As restated		3		84,357		319,363			403,723
Premium on redemption of preferred shares (note 2 (a))			—		—		(58,860	)		(58,860	)
Net loss for the year			—		—		(29,651	)		(29,651	)
Balance as at December 31, 2000			3		84,357		230,852			315,212
Excess of the preferred share retractable value over the stated capital			—		—		(273,171	)		(273,171	)
Excess of purchase price paid over the carrying value of a business acquired from the parent company			—		—		(300,000	)		(300,000	)
Net loss for the year			—		—		(52,213	)		(52,213	)
Balance as at December 31, 2001			3		84,357		(394,532	)		(310,172	)
Issuance of 1 Class A share of SuperClub Vidéotron ltée			1,600		—		—			1,600
Excess of the preferred share retractable value over the stated capital			—		—		(27,999	)		(27,999	)
Excess of the fair value received over the carrying value of the assets sold to a company under common control			—		5,147		—			5,147
Net income for the year			—		—		16,797			16,797
Balance as at December 31, 2002		$	1,603	$	89,504	$	(405,734	)	$	(314,627	)

See accompanying notes to combined financial statements.

F-4

VIDÉOTRON LTÉE

COMBINED BALANCE SHEETS

As at December 31
(in thousands of Canadian dollars)

		2001			2002
ASSETS
	Fixed assets (note 8)	$	1,030,575		$	957,533
	Goodwill		432,315			432,315
	Deferred charges (note 9)		65,563			63,799
	Investments		66			12,766
	Future income taxes (note 7)		28,983			26,758
	Cash and cash equivalents		80,935			15,881
	Accounts receivable (note 10)		81,905			71,380
	Amounts receivable from affiliated companies (note 19)		2,182			98,649
	Inventories (note 11)		29,734			19,130
	Prepaid expenses		5,881			4,024
	Income taxes receivable		14			621
		$	1,758,153		$	1,702,856
LIABILITIES
	Long-term debt (note 13)	$	1,287,636		$	1,119,625
	Retractable preferred shares (note 14)		337,187			369,667
	Redeemable preferred shares issued by a subsidiary company (note 15)		—			87,346
	Issued and outstanding cheques		11,523			1,945
	Accounts payable and accrued liabilities (note 12)		158,925			197,286
	Income taxes payable		204			909
	Amounts payable to affiliated companies (note 19)		19,421			26,827
	Promissory note payable to a company under common control		22,543			—
	Deferred revenue		89,251			79,931
	Future income taxes (note 7)		139,196			133,305
	Non-controlling interest in subsidiaries		2,439			642
			2,068,325			2,017,483
SHAREHOLDER'S EQUITY
	Common shares (note 14)		3			1,603
	Contributed surplus		84,357			89,504
	Deficit		(394,532	)		(405,734	)
			(310,172	)		(314,627	)
		$	1,758,153		$	1,702,856
Commitments (note 17)
Contingencies (note 20)
Subsequent events (note 22)

See accompanying notes to combined financial statements.

F-5

VIDÉOTRON LTÉE

COMBINED STATEMENTS OF CASH FLOWS

Years ended December 31, 2000, 2001 and 2002
(in thousands of Canadian dollars)

			2000			2001			2002
Cash flows from operating activities:
	Net income (loss)		$	(29,651	)	$	(52,213	)	$	16,797
	Adjustments for the following items:
		Depreciation and amortization (notes 1 (b) (iii), 4 and 5)		150,311			155,641			149,474
		Future income taxes (note 7)		(26,356	)		(13,214	)		3,377
		Loss (gain) on disposal of fixed assets		(178	)		223			—
		Non-controlling interest in a subsidiary		253			145			188
		Net premium, write-off of financing costs and other charges upon early redemption of long-term debt (note 6)		9,820			2,476			—
		Write-off of fixed assets and deferred charges (note 6)		—			91,706			—
		(Gain) loss on foreign currency denominated debt (note 5)		1,136			12,145			(2,211	)
		Other		(92	)		1,756			(768	)
	Cash flows from operations			105,243			198,665			166,857
	Net change in non-cash operating items:
		Accounts receivable		(11,804	)		7,281			10,525
		Current income taxes		(2,316	)		4,232			98
		Amounts receivable and payable from/to affiliated companies		(8,750	)		(9,932	)		(2,241	)
		Inventories		(193	)		(16,621	)		10,604
		Prepaid expenses		(2,938	)		611			1,857
		Accounts payable and accrued liabilities		22,785			12,110			69,986
		Promissory notes payable to a company under common control		—			22,543			(22,543	)
		Deferred revenue		2,247			(2,273	)		(9,320	)
				(969	)		17,951			58,966
Cash flows from operating activities				104,274			216,616			225,823
Cash flows from investing activities:
	Acquisition of fixed assets			(301,896	)		(124,523	)		(99,503	)
	Change in deferred charges			(39,412	)		(19,838	)		(22,553	)
	Proceeds on disposal of fixed assets and investments			4,659			1,045			2,019
	Advances from companies under common control			219,679			—			—
	Business acquisition, net of cash			(1,537	)		—			—
	Acquisition of non-controlling interest (note 2 (c))			—			(600	)		(1,890	)
	Other			368			—			—
	Cash flows used in investing activities			(118,139	)		(143,916	)		(121,927	)

See accompanying notes to combined financial statements.

F-6

		2000			2001			2002
Cash flows from financing activities:
	Repayment of long-term debt		(900,628	)		(137,623	)		(159,277	)
	Increase in long-term debt		1,029,653			447,000			—
	Repayment of a promissory note to the parent company (note 2 (b))		—			(300,000	)		—
	Financing cost on long-term debt		(15,051	)		(4,037	)		—
	Redemption of preferred shares held by the parent company (note 2 (a))		(58,860	)		—			—
	Issuance of preferred shares of subsidiary companies		—			—			86,820
	Advances made to a company under common control		—			—			(86,820	)
	Reduction of paid-up capital		(45,195	)		—			—
	Other		(119	)		(13	)		(95	)
	Cash flows from (used in) financing activities		9,800			5,327			(159,372	)
Net change in cash and cash equivalents			(4,065	)		78,027			(55,476	)
Cash and cash equivalents at beginning of year			(4,550	)		(8,615	)		69,412
Cash and cash equivalents at end of year		$	(8,615	)	$	69,412		$	13,936
Cash and cash equivalents are comprised of:
	Cash and cash equivalents	$	195		$	80,935		$	15,881
	Issued and outstanding cheques		(8,810	)		(11,523	)		(1,945	)
		$	(8,615	)	$	69,412		$	13,936

See accompanying notes to combined financial statements.

F-7

VIDÉOTRON LTÉE

NOTES TO COMBINED FINANCIAL STATEMENTS

Years ended December 31, 2000, 2001 and 2002

1.     Significant accounting policies:

(a)

Combined financial statements:

The Company is a distributor of pay-television services in the Province of Québec by delivering cable television and Internet access services. It also operates the largest chain of video stores in Québec.

These combined financial statements, expressed in Canadian dollars, have been prepared in accordance with Canadian generally accepted accounting principles and include the consolidated financial statements of Vidéotron Ltée and all of its subsidiaries, the accounts of Vidéotron TVN inc., and of Le SuperClub Vidéotron ltée and its subsidiary. These entities are held by the same parent and it is anticipated that Vidéotron TVN inc. and Le SuperClub Vidéotron ltée will become subsidiaries of Vidéotron Ltée in contemplation of the financing described in note 22(e). Material intercompany transactions and balances are eliminated on combination.

(b)

Accounting changes:



(i)

Income taxes:

The Accounting Standards Board issued Section 3465 of the Canadian Institute of Chartered Accountants ("CICA") Handbook, Income Taxes. Under the asset and liability method of Section 3465, future income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Future income tax assets and liabilities are measured using enacted or substantively enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Changes in future income tax assets and liabilities resulting from a change in tax rates are recognized as income in the period that includes the enactment or substantially enacted date. Future income tax assets are recognized and if realization is not considered "more likely than not" a valuation allowance is provided.

The Company has adopted the new recommendations of the CICA at the beginning of 2000 and has applied the provisions of Section 3465 retroactively without restating prior years. The cumulative effect of this accounting change for income taxes is reported as a restatement which decreased the balance of retained earnings at that date by $6.5 million and increased future income tax liabilities by the same amount.

(ii)

Employee future benefits:

In March 1999, the Accounting Standards Board issued Section 3461 of the CICA Handbook, Employee Future Benefits, which became effective on January 1, 2000. Under Section 3461, the Company is required to accrue, during employees' active service period, the estimated cost of pension and other retiree benefit payments. The Company previously expensed the cost of retiring benefits payments other than pension, which are principally life insurance and cable service, as claims were incurred by the employees or services were rendered. In addition, the Company applies the corridor method to amortize actuarial gains or losses (such as changes in actuarial assumptions and experience gains or losses). Under the corridor method, amortization is recorded only if the accumulated net actuarial gains or losses exceed 10% of the greater of

F-8

accrued pension benefit obligation or the value of the plan assets. Previously, actuarial gains and losses were amortized on a straight-line basis over the average remaining service life of the employees.

The Company has adopted the new recommendations of the CICA at the beginning of 2000 and has applied the provisions of Section 3461 retroactively without restating prior years. The cumulative effect of this accounting change is reported as a restatement which increased future income tax assets by $0.3 million, amounts receivable from affiliated companies by $0.9 million, and increased accrued employee benefit obligations by $1.7 million, and decreased retained earnings by $0.5 million.

(iii)

Goodwill and other intangible assets:

Goodwill represents the excess of purchase price over the fair value of net assets of acquired businesses. Until December 31, 2001, goodwill was amortized using the straight-line method over periods of up to 40 years. Prior to January 1, 2002, the Company periodically reviewed the net recoverable amount of its goodwill to determine its long-term recovery, using the undiscounted future cash flow method. Any impairment of the carrying value of goodwill was charged to income.

In August 2001, the CICA issued Handbook Section 3062, Goodwill and Other Intangible Assets. The Company adopted at the beginning of 2002 the new recommendations of the CICA Handbook. Under those new recommendations, goodwill is not amortized. In accordance with the requirements of Section 3062, this change in accounting policy is applied prospectively and the amounts presented for prior periods have not been restated for this change.

As at December 31, 2001, the Company had unamortized goodwill of $432.3 million. For the year ended December 31, 2002, this change in accounting policy resulted in a reduction of $13.3 million in amortization expense related to goodwill. The following summarizes the effect of the accounting change if it had been applied retroactively:

	2000			2001			2002
	(in thousands of Canadian dollars)
Net income (loss), as reported	$	(29,651	)	$	(52,213	)	$	16,797
Goodwill amortization		13,397			13,331			—
Adjusted net income (loss)	$	(16,254	)	$	(38,882	)	$	16,797

Under Section 3062, goodwill is tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test is carried out in two steps. In the first step, the carrying amount of the reporting unit is compared with its fair value. When the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not to be impaired and the second step of the impairment test is not required. The second step is carried out when the carrying amount

F-9

of a reporting unit exceeds its fair value, in which case the implied fair value of the reporting unit's goodwill is compared with its carrying amount to measure the amount of the impairment loss, if any. When the carrying amount of the reporting unit's goodwill exceeds the implied fair value of the goodwill, an impairment loss is recognized in an amount equal to the excess and is presented as a separate line item in the income statement before extraordinary items and discontinued operations.

The Company carried out the test in 2002 and concluded it was not required to record an impairment to the carrying value of goodwill.

(iv)

Foreign currency translation:

In November 2001, the CICA modified Handbook section 1650, Foreign Currency Translation which eliminates the deferral and amortization of foreign currency translation gains and losses on long-lived monetary items and requires that such changes be recognized in the statement of operations currently. In the first quarter of 2002, the Company adopted the new recommendations retroactively and the comparative figures have been restated. Net loss for the year ended December 31, 2000 and 2001 increased by $1.9 million and $12.1 million, respectively. As at December 31, 2000 and 2001, the deferred charges decreased by $9.8 million and $9.3 million, respectively. The carrying value of the financial hedge included in the accrued liabilities decreased by $9.3 million as at December 31, 2000 and increased by $2.9 million as at December 31, 2001. Opening retained earnings as at January 1, 2000 increased by $1.4 million.

(v)

Stock-based compensation:

Effective January 1, 2002, the Company adopted the new recommendations of Section 3870 of the CICA Handbook, Stock-based Compensation and Other Stock-based Payments, with respect to the accounting for stock-based compensation. The new recommendations are applied to all stock-based payments for employee awards that are direct awards of stock or call for settlement in cash or other assets, at the option of the employee, including stock appreciation rights, granted on or after January 1, 2002. The new recommendations are applied retroactively, without restatement. This modification had no impact on deficit as at January 1, 2002 since there was no such option outstanding at that date.

In conformity with the new recommendations, the Company accounts for all stock-based awards to employees that are direct awards of stock or call for settlement in cash or other assets, including stock appreciation rights, by the fair value method. Under the fair-value based method, compensation cost attributable to awards to employees that call for settlement in cash or other assets is recognized over the vesting period in each period in operating expense. Changes in fair value between the grant date and the measurement date result in a change in the measure of compensation cost.

F-10

(c)

Investments:

The investment in the preferred shares of a company under common control is accounted for at cost. Should a permanent decline in value occur, a write-down would be recorded in the period such decline is determined to be permanent.

(d)

Fixed assets and video rental inventory:

Fixed assets are recorded at cost, net of related grants and income tax credits. Cost includes material, direct labour, certain overhead charges and interest expenses relating to the projects to construct and connect receiving and distribution networks. Expenditures for additions, improvements and replacements are capitalized, whereas expenses for maintenance and repairs are charged to operating and administrative expenses as incurred.

At the beginning of 2001, the Company revised the useful life of certain of its fixed assets related to its distribution network. The useful life of these assets was changed from twelve years to fifteen years. This change in accounting estimate, applied prospectively, decreased the depreciation expense by $18.5 million in 2001.

The Company reviews the recoverability of fixed assets annually or more frequently if events or circumstances indicate that the carrying amount may not be recoverable. Recoverability and measurement of the decline in value are estimated by comparing the carrying amounts of a group of assets to undiscounted net cash flows expected to be generated by that group of assets.

Depreciation is calculated using the following depreciation basis and periods or rates:

Asset	Basis	Period/rate
Receiving and distribution networks	Straight-line	3 years to 20 years
Furniture and equipment	Declining balance	20% to 33.3%
	and straight-line	3 years to 7 years
Terminals and operating system	Straight-line	5 years and 10 years
Buildings	Declining balance	5%
Video rental inventory	Straight-line	3 years
Coding and transmission material	Declining balance	20%

Depreciation of video rental inventory is charged to direct costs.

(e)

Deferred charges:

Deferred charges are recorded at cost and include long-term financing costs that are amortized over the term of the debt using the interest method. Subsidies on equipment sold to customers represent the excess of costs over amounts recovered from the sales, if any, which includes the related direct selling cost. They are deferred and amortized on a straight-line basis over a three-year period. Development costs related to new specialty services and pre-operating expenditures are amortized when commercial operations begin using the straight-line method over a three-year period.

F-11

(f)

Inventories:

Inventories are recorded at the lower of cost, using the average cost method, or replacement value.

(g)

Revenue recognition:

Initial hook-up revenue is recognized as revenue to the extent of direct selling costs incurred. The remainder, if any, is deferred and amortized to income over the estimated average period that subscribers are expected to remain connected to the network. Direct selling costs include commissions, the portion of sales person's compensation for obtaining new subscribers, local advertising targeted for acquisition of new subscribers and cost of processing documents related to new subscribers acquired.

Operating revenue from cable television and other services, such as Internet access, is recognized when services are provided. When subscribers are invoiced, the portion of unearned revenue is recorded under "Deferred revenue". Revenues from video rentals are recorded as revenue as services are provided.

(h)

Derivative financial instruments:

The Company uses various derivative financial instruments to manage its exposure to fluctuations in foreign currency exchange rates and interest rates. The Company does not hold or issue derivative instruments for speculative purposes.

The Company enters into cross-currency interest rate swap agreements to hedge foreign denominated debt and manage exchange rate exposures relating to certain debt instruments denominated in foreign currency. These swaps are designated as hedges of firm commitments to pay interest, and change the basis from Libor to Bankers' Acceptance rates, on the foreign currency denominated debt and the principal at maturity, which would otherwise expose the Company to foreign currency risk.

Translation gains and losses on the related foreign currency denominated debt are offset by corresponding translation losses or gains on the swap agreements.

The Company also enters into interest rate swaps in order to manage the impact of fluctuating interest rates on its long-term debt. These swap agreements require the periodic exchange of payments without the exchange of the notional principal amount on which the payments are based. The Company designates its interest rate swap agreements as hedges of the underlying contractual interest payments on the debt. Interest expense on the debt is adjusted to include the payments made or received under the interest rate swaps, which are accounted for under the accrual basis.

(i)

Cash and cash equivalents:

Cash and cash equivalents are comprised of cash and short-term liquid investments maturing within three months from the date of acquisition, net of issued and outstanding cheques.

F-12

(j)

Employee future benefits:

The Company and other affiliated companies maintain a defined benefit career salary pension plan and a last five years average salary pension plan for certain employees. The plans provide for the payment of benefits based on the number of years of service and career average earnings of the employees covered by the plans. The Company also maintains defined contribution pension plans for other employees.

Pension plan costs are determined using actuarial methods and are funded through contributions determined in accordance with the projected benefit method. Pension plan expense is charged to operations and includes:

•

The cost of pension plan benefits provided in exchange for employees' services rendered during the year;



•

The amortization of the initial net transition asset on a straight-line basis over the expected average remaining service life of the employee group covered by the plans;



•

The amortization of prior service costs over the expected average remaining service life of the employee group covered by the plans; and



•

The interest cost of pension plan obligations, the return on pension funds assets, and the amortization of cumulative unrecognized net actuarial gains and losses in excess of 10% of the greater of the benefit obligation or fair value of plan assets over the expected average remaining service life of the employee group covered by the plans.

The Company provides post-retirement benefits to eligible employees. The costs of these benefits, which are principally life insurance and cable service, are accounted for during the employees' working active period.

(k)

Advertising:

Advertising cost is expensed as incurred. The advertising expenses for 2000, 2001 and 2002 are $17.6 million, $21.9 million and $18.6 million, respectively.

(l)

Use of estimates:

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Significant areas requiring the use of management estimates relate to the determination of pension and other employee benefits, the useful life of assets for depreciation, amortization and evaluation of net recoverable amount of fixed assets, goodwill, equipment subsidies and development and pre-operating costs and provisions for income taxes. Accordingly, actual results could differ from those estimates.

2.     Business combination and reorganization:

(a)

On December 8, 2000, Vidéotron Ltée redeemed the 10 Series F Preferred Shares issued to its parent company for a cash consideration of $58.9 million. The excess of the redemption price over

F-13

its carrying value, of an amount of $58.9 million, was charged to retained earnings as a premium on redemption of preferred shares.

(b)

On July 5, 2001, Vidéotron Ltée acquired from its parent all the outstanding shares of Vidéotron (1998) ltée for an agreed value of $600 million. As consideration, Vidéotron Ltée issued one Preferred Share, Series E, with a stated capital of $300 million and a Promissory Note of $300 million. As this transaction is between companies under common control, the net assets acquired were recorded at the carrying amount in the books of Vidéotron (1998) ltée of $26.8 million and as the value of the Preferred Shares issued. The excess consideration paid out at the redemption of the Promissory Note of $300 million and the excess of the preferred share retraction value of $273.2 million are charged to retained earnings.

This business combination was accounted for using the continuity of interest method and the results of operations of the acquired company have been included in the consolidated financial statements of Vidéotron Ltée as if the two companies had always been pooled together.

(c)

In 2002, Télé-Câble Charlevoix (1977) Inc., a subsidiary of CF Cable TV Inc., a subsidiary of Vidéotron Ltée, redeemed from its non-controlling shareholder 189,000 Class "D" preferred shares for a total consideration of $2.0 million including cumulative unpaid dividends of $0.1 million.



(d)

On February 8, 2002, Vidéotron Ltée and its subsidiaries sold to a company under common control, Câblage QMI Inc., all their rights and obligations in a portion of their internal wire for a total consideration of $19.5 million which represents the transaction price agreed between these related companies. As consideration, the Company received 19,520 preferred shares of Câblage QMI Inc.'s capital stock in the amount of $19.5 million. Since this transaction occurred between companies under common control, the excess of the fair value over the carrying value of the assets sold, representing $5.2 million, has been credited to contributed surplus. On February 8, 2002, Câblage QMI Inc. redeemed 6,820 of the preferred shares previously issued for a cash consideration of $6.8 million.

3.     Employee future benefits:

According to the most recent actuarial valuation of the defined benefit pension plans, the projected actuarial value of accrued pension benefits, for accounting purposes, amounted to $36.5 million and the adjusted market value of assets amounted to $43.6 million. The market value of assets for the defined contribution pension plans totalled $176.1 million. The funds assets also include listed stocks of the parent company and of a company under common control at a market value of $0.3 million ($1.1 million in 2001).

The total net benefit costs amounted to $5.4 million in 2000, $6.4 million in 2001 and $4.5 million in 2002. The total contribution paid to pension plans amounted to $7.4 million in 2000, $7.2 million in 2001 and $6.1 million in 2002.

The latest actuarial valuations of the defined benefits plans were performed as at December 31, 2001 and May 1, 2002. The following tables provide a reconciliation of the changes in the plans' benefit

F-14

obligations and fair value of plan assets for the years ended December 31, 2001 and 2002, and a statement of funded status as at these dates:

		2001									2002
		Pension benefits			Post- retirement benefits			Total			Pension benefits			Post- retirement benefits			Total
		(in thousands of Canadian dollars)
Change in benefit obligations:
	Benefit obligations, beginning of year	$	42,086		$	2,569		$	44,655		$	40,095		$	2,334		$	42,429
	Curtailment loss		379			—			379			115			—			115
	Service costs		2,886			151			3,037			2,067			164			2,231
	Plan participants' contribution		2,607			—			2,607			2,119			—			2,119
	Interest costs		2,900			218			3,118			2,559			231			2,790
	Change in assumptions		—			—			—			—			953			953
	Actuarial loss (gain)		51			(542	)		(491	)		(1,620	)		—			(1,620	)
	Benefits and settlements paid		(10,814	)		(62	)		(10,876	)		(8,793	)		(47	)		(8,840	)
Benefit obligations, end of year		$	40,095		$	2,334		$	42,429		$	36,542		$	3,635		$	40,177

		2001									2002
		Pension benefits			Post- retirement benefits			Total			Pension benefits			Post- retirement benefits			Total
		(in thousands of Canadian dollars)
Change in plan assets:
	Fair value of plan assets at beginning of year	$	44,843		$	—		$	44,843		$	45,041		$	—		$	45,041
	Plan participants' contribution		2,607			—			2,607			2,119			—			2,119
	Actual return on plan assets		6,356			—			6,356			2,181			—			2,181
	Employer contributions		2,049			62			2,111			1,935			47			1,982
	Actuarial gain		—			—			—			1,121			—			1,121
	Benefits and settlements paid		(10,814	)		(62	)		(10,876	)		(8,793	)		(47	)		(8,840	)
Fair value of plan assets, end of year		$	45,041		$	—		$	45,041		$	43,604		$	—		$	43,604
Reconciliation of funded status:
	Excess of fair value of plan assets over benefit obligations, end of year	$	4,946		$	(2,334	)	$	2,612		$	7,062		$	(3,635	)	$	3,427
	Unrecognized actuarial (gain) loss		(1,814	)		(420	)		(2,234	)		(3,284	)		519			(2,765	)
Net amount recognized in balance sheet		$	3,132		$	(2,754	)	$	378		$	3,778		$	(3,116	)	$	662

F-15

Components of the net benefit costs are as follows:

		2000
		Pension benefits			Post- retirement benefits			Total
		(in thousands of Canadian dollars)
Service costs		$	2,492		$	33		$	2,525
Interest costs			2,440			—			2,440
Expected return on plan assets			(3,131	)		—			(3,131	)
Curtailment loss			1,064			—			1,064
Amortization of actuarial gain			(206	)		(3	)		(209	)
			2,659			30			2,689
Defined contribution pension plan:
	Employer's contribution during the period		4,737			—			4,737
			7,396			30			7,426
Portion related to affiliated companies			1,990			—			1,990
Net benefit costs		$	5,406		$	30		$	5,436

		2001
		Pension benefits			Post- retirement benefits			Total
		(in thousands of Canadian dollars)
Service costs		$	2,886		$	151		$	3,037
Interest costs			2,900			218			3,118
Expected return on plan assets			(3,373	)		—			(3,373	)
Curtailment loss			578			—			578
Amortization of actuarial gain			—			(3	)		(3	)
			2,991			366			3,357
Defined contribution pension plan:
	Employer's contribution during the period		5,152			—			5,152
			8,143			366			8,509
Portion related to affiliated companies			2,077			42			2,119
Net benefit costs		$	6,066		$	324		$	6,390

F-16

		2002
		Pension benefits			Post- retirement benefits		Total
		(in thousands of Canadian dollars)
Service costs		$	2,067		$	164	$	2,231
Interest costs			2,559			231		2,790
Expected return on plan assets			(3,417	)		—		(3,417	)
Curtailment loss			37			—		37
Amortization of actuarial gain			—			14		14
			1,246			409		1,655
Defined contribution pension plan:
	Employer's contribution during the period		4,106			—		4,106
			5,352			409		5,761
Portion related to affiliated companies			1,174			49		1,223
Net benefit costs		$	4,178		$	360	$	4,538

Amount recognized in the combined balance sheets is as follows:

	2001									2002
	Pension benefits			Post- retirement benefits			Total			Pension benefits			Post- retirement benefits			Total
	(in thousands of Canadian dollars)
Accrued benefit liability	$	(785	)	$	(2,754	)	$	(3,539	)	$	(784	)	$	(3,116	)	$	(3,900	)
Employee future benefit costs		3,917			—			3,917			4,562			—			4,562
Net amount recognized	$	3,132		$	(2,754	)	$	378		$	3,778		$	(3,116	)	$	662

The assumptions used in the measurement of the Company's benefit obligations are as follows for the years ended December 31, 2001 and 2002:

	2001		2002
Discount rate	6.50	%	6.75	%
Expected return on plan assets	8.00		7.75
Rate of compensation increase	3.20		3.25

F-17

4.     Depreciation and amortization:

	2000		2001		2002
	(in thousands of Canadian dollars)
Fixed assets	$	123,347	$	115,709	$	116,664
Deferred charges		4,668		17,197		22,841
	$	128,015	$	132,906	$	139,505

Direct costs include $7.1 million in 2000, $6.9 million in 2001 and $5.4 million in 2002 of depreciation on video rental inventory.

5.     Financial expenses:

		2000			2001			2002
		(in thousands of Canadian dollars)
Third parties:
	Interest on long-term debt	$	64,551		$	82,939		$	74,522
	Write-off and amortization of deferred financing costs		1,849			2,528			4,607
	Amortization of debt premium		(1,416	)		(2,083	)		(973	)
	(Gain) loss on foreign denominated debt (note 1 (b) (ii))		1,136			12,145			(2,211	)
	Loss on foreign denominated short-term monetary items		864			2,057			348
	Bank fees		1,300			1,510			1,504
	Other interests and penalty charges		1,055			1,080			390
			69,339			100,176			78,187
	Interest capitalized to fixed assets		(2,909	)		(709	)		—
	Interest income		(322	)		(1,469	)		(2,213	)
			66,108			97,998			75,974
Parent company:
	Interest (income) expense		(7,832	)		79			(178	)
Companies under common control:
	Interest (income) expense		(3,434	)		754			(7,310	)
	Undeclared cumulative dividend on preferred share of a subsidiary		—			—			7,346
			(3,434	)		754			36
		$	54,842		$	98,831		$	75,832

Interest paid to and interest received from third parties in 2000 amounted to $74.2 million and $0.3 million, respectively, $78.3 million and $1.6 million in 2001, and $72.3 million and $2.1 million in 2002.

F-18

Interest paid to and interest received from affiliated companies in 2000 amounted to $0.1 million and $11.0 million, $0.3 million and nil in 2001 and $1.1 million and $0.2 million in 2002.

6.     Other items:

	2000		2001		2002
	(in thousands of Canadian dollars)
Write-off of fixed assets and deferred charges(1)	$	—	$	91,706	$	—
Share of the redemption cost of the ultimate parent company stock options(2)		63,312		—		—
Net premium, write-off of financing costs and other charges upon early redemption of long-term debt		9,820		2,476		—
Restructuring costs(3)		25,764		3,836		25,000
Other		309		28		—
	$	99,205	$	98,046	$	25,000

(1)

In 2001, as a result of market and technological uncertainties, the Company decided to suspend its residential Internet Protocol (IP) telephony project and wrote off certain assets in the amount of $76.0 million. The Company also abandonned other projects totaling $15.7 million including software under development.

(2)

On October 23, 2000, Quebecor Media Inc. completed its acquisition of Le Groupe Vidéotron ltée, the then ultimate parent company of the Company. The Company's share in the redemption costs of the ultimate parent company stock options amounted to $63.3 million.

(3)

The Company conducted cost reduction programs which included labour reductions and consequently employees and other related charges.

F-19

7.     Income taxes:

The following schedule reconciles income taxes computed on the income before income taxes, share in the results of a company subject to significant influence, non-controlling interest in a subsidiary and amortization of goodwill based on the combined basic income tax rate and the effective income tax rate:

		2000			2001			2002
		(in thousands of Canadian dollars)
Income taxes based on the combined Federal and Provincial (Quebec) basic income tax rate of 38.16% in 2000; 37.16% in 2001 and 35.12% in 2002		$	(14,736	)	$	(18,126	)	$	8,923
Change due to the following items:
	Federal large corporations tax		2,691			2,737			2,315
	Non-deductible charges and/or loss deductible at a lower rate or for which the tax benefit was not recorded		6,303			6,125			204
	Non-deductible dividend payable to a company under common control		—			—			2,579
	Reduction of enacted tax rate		(16,296	)		—			(2,023	)
	Other		(577	)		(778	)		(3,575	)
Income taxes based on the effective income tax rate		$	(22,615	)	$	(10,042	)	$	8,423

Income taxes paid in 2000 amounted to $8.2 million, $5.3 million in 2001 and $5.1 million in 2002.

F-20

The tax effects of significant items comprising the Company's net future tax liability are as follows:

		2001			2002
		(in thousands of Canadian dollars)
Future income tax assets:
	Operating loss carryforwards	$	50,967		$	41,758
	Restructuring provisions		—			8,250
	Other provisions		—			4,275
	Differences between book and tax bases of other assets		2,667			4,578
			53,634			58,861
Future income tax liabilities:
	Differences between book and tax bases of fixed assets		(157,265	)		(165,408	)
	Differences between book and tax bases of other assets		(6,582	)		—
			(163,847	)		(165,408	)
Net future income tax liability		$	(110,213	)	$	(106,547	)
Presented as follows:
	Future income tax assets	$	28,983		$	26,758
	Future income tax liability		(139,196	)		(133,305	)
Net future income tax liability		$	(110,213	)	$	(106,547	)

As at December 31, 2002, the Company had net operating loss carryforwards for income tax purposes available to reduce future taxable income of approximately $142.6 million expiring from 2003 to 2009 for which a future income tax asset of $41.8 million has been recognized at that date. The Company also had capital losses of approximately $8.7 million for which no future income tax asset has been recognized.

F-21

8.     Fixed assets:

	2001
	Cost		Accumulated depreciation		Net book value
	(in thousands of Canadian dollars)
Receiving and distribution networks	$	1,357,928	$	537,938	$	819,990
Furniture and equipment		176,486		114,179		62,307
Terminals and operating system		234,419		110,999		123,420
Buildings		22,399		7,092		15,307
Video rental inventory		11,795		6,554		5,241
Coding and transmission material		6,980		4,512		2,468
Land		1,842		—		1,842
	$	1,811,849	$	781,274	$	1,030,575

	2002
	Cost		Accumulated depreciation		Net book value
	(in thousands of Canadian dollars)
Receiving and distribution networks	$	1,384,344	$	597,919	$	786,425
Furniture and equipment		183,471		129,952		53,519
Terminals and operating system		197,433		103,018		94,415
Buildings		21,645		7,564		14,081
Video rental inventory		10,503		6,465		4,038
Coding and transmission material		8,303		5,098		3,205
Land		1,850		—		1,850
	$	1,807,549	$	850,016	$	957,533

9.     Deferred charges:

	2001		2002
	(in thousands of Canadian dollars)
Long-term financing fees	$	17,727	$	13,179
Employee future benefit costs (note 3)		3,917		4,562
Forward exchange contract		15,417		8,948
Subsidies on equipment		21,218		35,241
Development and pre-operating costs		6,686		1,367
Leasehold inducement		598		502
	$	65,563	$	63,799

F-22

10.   Accounts receivable:

	2001			2002
	(in thousands of Canadian dollars)
Trade	$	90,246		$	82,595
Allowance for doubtful accounts		(8,341	)		(11,215	)
	$	81,905		$	71,380

Allowance for doubtful accounts is provided for systematically based on the aging of the receivable.

11.   Inventories

	2001		2002
	(in thousands of Canadian dollars)
Subscribers' equipment	$	16,582	$	9,263
Video store materials		2,386		2,571
Other supplies and spare parts		10,766		7,296
	$	29,734	$	19,130

12.   Accounts payable and accrued liabilities:

	2001		2002
	(in thousands of Canadian dollars)
Trade accounts payable	$	41,522	$	49,919
Subscribers' equipment suppliers		40,181		6,037
Royalties and service providers dues		40,289		75,112
Restructuring accrual(1)		—		25,000
Employees' salaries and dues		18,825		17,855
Pension plan accrued liability		3,539		3,900
Provincial and federal sales tax		5,436		9,769
Interest due		9,133		9,694
	$	158,925	$	197,286

(1)

			Restructuring accrual
			(in thousands of Canadian dollars)
Balance as at December 31, 2000			$	7,471
	Additional reserve (note 6)			3,836
	Utilized in 2001:
		Paid		(10,071	)
Balance as at December 31, 2001				1,236
	Additional reserve (note 6)			25,000
	Utilized in 2001:
		Paid		(1,236	)
Balance as at December 31, 2002			$	25,000

F-23

13.   Long-term debt:

	2001		2002
	(in thousands of Canadian dollars)
Bank facility (a)	$	1,157,262	$	995,846
Senior Secured First Priority Notes (b)		130,323		123,755
Other		51		24
	$	1,287,636	$	1,119,625

(a)

Bank facility:

Bank credit facility, bearing interest at Bankers' Acceptance rates, or other agreed upon interest rates, plus, in each case, a premium based on certain financial ratios, is secured by liens on the universality of all tangible and intangible assets, current and future, of the Company, subject to certain limitations for CF Cable TV Inc. and its subsidiaries. The credit facility is composed of the following credits:

(i)

Revolving Facility of a maximum amount of $150.0 million, maturing on November 28, 2005;



(ii)

Term — A-1 loan, for a maximum amount of $737.0 million, decreasing quarterly starting March 1, 2003, until maturity on December 1, 2008;



(iii)

Term — B loan, for a maximum amount of US$263.7 million, decreasing quarterly starting March 1, 2003, maturing on December 1, 2009. The Company has hedged the foreign currency risk associated with the facility by using a cross-currency swap agreement under which the Company has set the exchange rate of all payments in Canadian dollars.

As at December 31, 2001, the outstanding balances include Bankers' Acceptance based advances of $734.9 million, Prime Rate based advances of $1.1 million and LIBOR based advances of US$263.7 million. As at December 31, 2002, outstanding balances were $629.4 million, $1.4 million and US$231.4 million, respectively. As at December 31, 2002, the effective interest rates are ranging from 4.28% to 5.0%.

The credit facility obligated the Company to make mandatory repayments based on an excess cash flow formula whereby 50% of this excess, calculated on a quarterly basis, had to be remitted up to December 31, 2002. There was no such excess cash flow based payments for the last quarter of 2002. In 2003 and thereafter, excess cash flows remittance will be based on the leverage ratio of the Company.

The credit facility contains usual covenants such as maintaining certain financial ratios and certain restrictions as to the payment of dividends. The unused amount under the Revolving Facility at year-end is $150.0 million.

(b)

Senior Secured First Priority Notes:

Senior Secured First Priority Notes having a par value of US$77.8 million in 2001 and US$75.6 million in 2002 bear interest at the rate of 9.125% and mature in 2007. The Notes are redeemable at the option of the Company on or after July 15, 2005 at 100% of the principal amount. These Notes are secured by first-ranking hypothecs on substantially all of the assets of CF

F-24

Cable TV Inc. and certain of its subsidiaries. In addition, CF Cable TV Inc. and its subsidiaries have provided, to the extent permitted under the Notes Trust Indenture, guarantees in favour of the lenders under its parent credit agreement. In the case of realization on the assets of CF Cable TV Inc. and its subsidiaries, the proceeds thereof would be firstly used to repay, on a pro rata basis, and as described in an inter-creditor agreement entered into on June 29, 2001, between, among others, the agent under the parent's credit agreement and the trustee under the Notes Trust Indenture, the Senior Secured First Priority Notes and the first priority guarantees provided to the lenders under the parent's credit agreement. In May 2002, the Company repurchased US$2.2 million of these Notes.

Minimum principal repayments on long-term debt in each of the next five years are as follows:

	(in thousands of Canadian dollars)
2003	$	86,145
2004		114,410
2005		114,410
2006		151,209
2007		273,926

14.   Share capital:

Vidéotron Ltée — authorized:

A limited number of preferred shares, without par value, ranking prior to the common shares with regard to payment of dividends and repayment of capital, without voting rights, issuable in Series. The following Series were designated:

1,000 Preferred Shares, Series A, carrying the rights and restrictions attached to the class as well as a fixed annual non-cumulative preferred dividend of 10% and redeemable at the holder's option

1,000 Preferred Shares, Series B, carrying the rights and restrictions attached to the class as well as a fixed annual non-cumulative preferred dividend of 9% and redeemable at the holder's option

100 Preferred Shares, Series C, carrying the rights and restrictions attached to the class as well as a fixed monthly non-cumulative preferred dividend at a rate equal to the prime rate of the Company's lead banker less 0.75% and redeemable at the holder's option

100 Preferred Shares, Series D, carrying the rights and restrictions attached to the class as well as a fixed monthly non-cumulative preferred dividend of 1%, computed on the redemption price of the preferred shares

10 Preferred Shares, Series E, carrying the rights and restrictions attached to the class as well as a fixed annual non-cumulative preferred cash dividend of 4%, retractable at the holder's option

F-25

10 Preferred Shares, Series F, carrying the rights and restrictions attached to the class as well as a fixed annual non-cumulative preferred cash dividend of 4%, retractable at the holder's option

An unlimited number of common shares, without par value, voting and participating

Vidéotron TVN inc. — authorized in an unlimited number, without par value:

Class A shares, voting, participating, having a regard to redemption and payment of dividends; the Company cannot pay any dividend or redeem shares if the realizable value of the assets is not sufficient to redeem Classes D, E1, E2, E3 and E4 shares

Class B shares, voting, participating, convertible into Class D shares, having a regard to redemption and payment of dividend; the Company cannot pay any dividend or redeem shares if the realizable value of the assets is not sufficient to redeem Classes D, E1, E2, E3 and E4 shares

Class C shares, voting, participating, first-ranking on all classes in case of dissolution or liquidation of the Company, redeemable

Class D shares, non-voting, non-participating, 1% monthly non-cumulative dividend, ranking prior to Classes A, B, E1, E2, E3, E4, F and G shares as to dividend payment, and in case of dissolution or liquidation of the Company, redeemable and retractable

Class E1 shares, non-voting, non-participating, 1.25% monthly preferred non-cumulative dividend, ranking prior to Classes A, B, F and G as to dividend payment and in case of dissolution or liquidation of the Company, redeemable and retractable

Class E2 shares, non-voting, non-participating, 1.5% monthly preferred non-cumulative dividend, ranking prior to Classes A, B, F and G as to dividend payment and in case of dissolution or liquidation of the Company, redeemable and retractable

Class E3 shares, non-voting, non-participating, 1.75% monthly preferred non-cumulative dividend, ranking prior to Classes A, B, F and G as to dividend and in case of dissolution or liquidation of the Company, redeemable and retractable

Class E4 shares, non-voting, non-participating, 2% monthly preferred non-cumulative dividend, ranking prior to Classes A, B, F and G as to dividend payment and in case of dissolution or liquidation of the Company, redeemable and retractable

Class F, non-voting, non-participating, annual preferred non-cumulative dividend of $1 per share, ranking prior to Classes A, B and G as to dividend payment and in case of dissolution or liquidation of the Company, redeemable and retractable

Class G shares, non-voting, non-participating, annual preferred non-cumulative dividend of $1 per share, ranking prior to Classes A and B as to dividend payment and in case of dissolution or liquidation of the Company, redeemable

Le SuperClub Vidéotron ltée — authorized in an unlimited number, without par value:

Class A, voting and participating

F-26

Class B, non-voting, participating and redeemable at the holder's option

			2001				2002
			Common Shares		Retractable preferred shares (b)		Common shares		Retractable preferred shares (b)
			(in thousands of Canadian dollars)
Issued and paid:
	Vidéotron Ltée:
		10,000,000 common shares	$	1	$	—	$	1	$	—
		2 Preferred shares, Series E — book value of $31,310 (1 in 2001 — book value of $26,829)		—		300,000		—		332,480
	Vidéotron TVN Inc.:
		1 Class A share		1		—		1		—
		1 Preferred share, Class E1 — book value of $31,556		—		31,556		—		31,556
	Le SuperClub Vidéotron Ltée:
		2 Class A shares (1 in 2001)		1		—		1,601		—
		5,631 Class B shares - book value of $5,631		—		5,631		—		5,631
			$	3	$	337,187	$	1,603	$	369,667

(a)

Vidéotron Ltée:

Vidéotron Ltée modified its articles of amalgamation as follows:

On June 29, 2001, Vidéotron Ltée modified its authorized common shares to permit the issuance of an unlimited number.

On July 5, 2001, Vidéotron Ltée issued, as part of the consideration for the acquisition of Vidéotron (1998) Ltée, one Series E Preferred Share at a stated capital of $300 million and a Promissory Note of $300 million. Since this transaction is between companies under common control, the net assets of Vidéotron (1998) Ltée were recognized at their carrying value of $26.8 million (see note 2). Because the Preferred Share issued is redeemable, it is presented at its redemption value of $300 million. The difference of $271.2 million was charged to retained earnings. The entire retraction value of the promissory note was also charged to the retained earnings.

On December 5, 2002, Vidéotron Ltée acquired from its parent company certain trademarks and the related future tax asset of $4.5 million. In consideration for this asset acquisition, the Company has issued one Series E Preferred Share retractable at the option of the holder at $32.5 million. Since this transaction is between companies under common control, the stated capital of this share, amounting to the carrying value of the net assets acquired, being $4.5 million, has been recorded in the share capital and the $28.0 million excess has been charged to the retained earnings.

On the same date, Le SuperClub Vidéotron Ltée acquired from its parent company certain trademarks, having a fair value of $10.0 million, and the related future tax asset of $1.6 million. In

F-27

consideration for this asset acquisition, Le SuperClub Vidéotron ltée has issued one Class A share at a stated capital of $1.6 million, representing the carrying value of the net assets acquired. No value was allocated to the trademarks since there was no value attached to these trademarks in the books of the parent company.

(b)

In 1996, the CICA issued Section 3860, financial instruments, and the application of its recommendations was deferred until fiscal year beginning on January 1, 2002 for non-public entities. In accordance with Section 3860, the issuer of a financial instrument that becomes a public entity should disclose, on a retroactive basis, the fair value and classify the instrument or its component parts as a liability or as equity in accordance with the substance of the contractual agreement on initial recognition and the definition of a financial liability and an equity instrument.



(c)

Stock option plan:

On January 29, 2002, the parent company established a stock option plan for officers, senior employees and other key employees of the parent company and its subsidiaries, and set aside 433,000,000 common shares for that purpose. Each option may be exercised within a maximum period of ten years following the date of grant at an exercise price not lower than, as the case may be, the fair market value of the common shares of the parent as determined by its Board of Directors (if the common shares are not listed on a stock exchange at the time of the grant) or the trading price of the common shares on the stock exchange where such shares are listed at the time of the grant. Unless authorized by the Compensation Committee of the parent, in the case of a change of control transaction, no option may be exercised by an optionee if the shares have not been listed on a recognized stock exchange. At December 31, 2007, if the shares of Quebecor Media Inc. have not been so listed, optionees will have until January 31, 2008 to exercise their rights to receive in cash the difference between the fair market value and the exercise price of the options.

Except under specific circumstances and unless the Compensation Committee of the parent decides otherwise, options vest over a five-year period in accordance with one of the following vesting schedules as determined by the Compensation Committee at the time of grant: (i) equally over five years with the first 20% vesting on the first anniversary of the date of the grant, (ii) equally over four years with the first 25% vesting on the second anniversary of the date of the grant, and (iii) equally over three years with the first 33% vesting on the third anniversary of the date of the grant. As at December 31, 2002, 19,382,100 options, at an average exercise price of $0.252, were granted to senior executive officers of the Company, all of which were granted during the year ended December 31, 2002. No option is vested at the end of the period. During the year ended December 31, 2002, 584,400 options granted to Company employees at exercise price of $0.2310 have been cancelled.

F-28

The following table provides summary information regarding outstanding options granted to the Company's employees, as at December 31, 2002:

	Outstanding stock options
Exercise price	Number of options granted	Weighted average of residual options life
$0.231	13,701,300	9.28 years
0.311	5,096,400	9.23 years
	18,797,700	9.27 years

Since the fair market value as at December 31, 2002 of the common shares of Quebecor Media Inc., as determined by the Board of Directors of Quebecor Media Inc., was less than the exercise price, no compensation cost was recognized in the Company's 2002 financial statements.

15.   Redeemable preferred shares issued by a subsidiary company:

Vidéotron (1998) ltée, a subsidiary of the Company advanced an amount of $80.0 million to a company under common control, Câblage QMI Inc., which in turn purchased preferred shares of Vidéotron (1998) ltée. These shares are redeemable at the option of the holder at any time at the stated capital plus unpaid cumulative dividend at a rate of 10.25%.

16.   Financial instruments:

(a)

Fair values:

The carrying amount of cash and cash equivalents, accounts receivable, issued and outstanding cheques, accounts receivable from/payable to affiliated companies, and accounts payable and accrued liabilities approximates their fair value as these items will be realized or paid within one year.

As at December 31, the estimated fair values of long-term debt and derivative financial instruments are as follows:

			2001					2002
			Book value		Fair value			Book value		Fair value
			(in thousands of Canadian dollars)
Liabilities:
	Financial liabilities:
		Long-term debt	$	1,287,636	$	1,291,530		$	1,119,625	$	1,121,697
	Derivative financial instruments:
		Interest rate swaps		—		(13,243	)		—		(13,438	)
Assets:
	Cross currency interest rate swaps			15,417		11,206			8,948		8,336

F-29

The fair value estimates are based on market quotes, when available, or on rates that the Company could obtain for instruments having the same characteristics. These estimates are subjective in nature and involve uncertainties and matters of professional judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates.

(b)

Management of interest rate risk:

The Company has entered into interest rate swaps to manage its interest rate exposure on term facility A. The Company is committed to exchange, at specific intervals, the difference between the fixed and floating interest rate calculated by reference to the notional amounts. As at December 31, 2002, the Company will pay fixed interest rates ranging from 4.00% to 5.49% on a notional amount of $315.0 million and will receive a floating interest rate based on Bankers' Acceptance having a three-month maturity. These swaps expire from 2004 to 2006.

(c)

Management of foreign exchange risk:

During the year ended December 31, 2001, the Company has concluded cross currency interest rate swaps to hedge the foreign exchange fluctuations related to its US denominated Term Facility B by fixing the US/Canadian dollar exchange rate at 1.5389 on a notional amount of US$231.4 million.

(d)

Other disclosures:



(i)

The credit risk of the financial instruments arises from the possibility that the counterparties to the agreements or contracts may default on their obligations under the agreements. In order to minimize this risk, the Company's general policy is to deal only with counterparties with a Standard & Poor's rating (or the equivalent) of at least A.



(ii)

The Company is exposed to a credit risk towards its customers. However, credit risk concentration is minimized because of the large number of customers.

17.   Commitments:

Under the terms of operating leases, the Company is committed to make the following minimum annual lease payments over the next years:

	(in thousands of Canadian dollars)
2003	$	5,688
2004		4,407
2005		3,356
2006		2,408
2007		1,443
2008 and thereafter		2,739

F-30

18.   Supplemental cash flow information:

		2000		2001		2002
		(in thousands of Canadian dollars)
Non-cash financing and investing activities:
	(i)  Purchase of fixed assets financed by accounts payable and accrued liabilities	$	5,127	$	24,279	$	—
	(ii) Issuance of capital stock in consideration of the acquisition of a subsidiary		—		26,829		—
	(iii) Issuance of capital stock in consideration of the future tax assets related to the trademark acquired from the parent company		—		—		6,080

19.   Related party transactions:

In addition to the transactions disclosed elsewhere in these financial statements, the Company entered into the following transactions with affiliated companies. These transactions have been recorded at the exchange value, which is the amount established and agreed to by the related parties:

		2000		2001		2002
		(in thousands of Canadian dollars)
Parent company:
	Operating and administrative expenses	$	23,963	$	21,918	$	16,060
	Operating and administrative expenses recovered		—		—		456
	Acquisition of fixed assets		9,422		5,552		3,895
	Proceeds on disposal of fixed assets		—		—		586
	Reorganization costs		11,590		742		—
	Disposal of investments		550		—		—
Companies under common control:
	Operating revenue		1,838		1,755		1,693
	Direct costs		20,978		25,208		26,939
	Operating and administrative expenses		8,631		21,107		35,877
	Acquisition of fixed assets		245		160		—
	Proceeds on disposal of fixed assets		—		75		—
	Financial expenses		—		—		7,346
	Interest revenue		—		—		7,702

The Company and a company under common control entered into a signal transmission services agreement until 2014, renewable for an additional 15-year period. In 2000, service charges arising from this agreement amounted to $8.3 million, $8.4 million in 2001 and $8.4 million in 2002.

The Company and a company under common control entered into a network and technical equipment agreement until 2003, renewable for a 12-month period. During the three-month period ended

F-31

December 31, 2002, service charges arising from this agreement amounted to $15.0 million in 2000, $19.3 million in 2001 and $21.2 million in 2002.

20.   Contingencies:

In 1999, the purchaser of a business sold by the Company initiated an arbitration by which it claims an amount of $8.6 million as a reduction of the purchase price of the business. It is not possible at this stage to determine the outcome of this claim.

In November 2001, the Company terminated a sale service agreement with a supplier and is being sued for breach of contract for an amount of $4.7 million. It is not possible to determine the outcome of the claims.

On March 13, 2002, a legal action was initiated by the shareholders of a cable company against Vidéotron Ltée. They contend that Vidéotron Ltée did not respect its commitment related to a stock purchase agreement signed in August 2000. The plaintiffs are requesting compensation totalling $26.0 million. Vidéotron Ltée's management believes that this action is not justified and intends to defend its case before the Court.

In the normal course of business, the Company is a party to various claims and lawsuits. Even though the outcome of these various pending cases as at December 31, 2002 cannot be determined with certainty, the Company believes that their outcome will not have a material adverse impact on its operating results or financial position.

F-32

21.   Material differences between generally accepted accounting principles (GAAP) in Canada and the United States:

The combined financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") in Canada which are different in some respects from those in the United States ("US"), as described below. The following tables set forth the impact of material differences between Canadian GAAP and US GAAP on the Company's combined financial statements, including disclosures that are required under US GAAP.

Combined Statements of Operations

		2001			2002
		(in thousands of Canadian dollars)
Net income (loss) for the year based on Canadian GAAP		$	(52,213	)	$	16,797
Adjustments:
	Push-down basis of accounting (i)		(51,367	)		9,603
	Goodwill impairment (ii)		—			(2,004,000	)
	Capitalization of hook-up cost, net of amortization (iii)		(8,063	)		(5,076	)
	Development and pre-operating costs (iv)		(2,931	)		2,744
	Subsidies on subscribers' equipment (v)		(10,945	)		(21,155	)
	Accounting for derivative instruments and hedging activities (vi)		(17,454	)		3,338
	Interest on debt contracted by the parent company for financing needs of its subsidiary		(14,319	)		—
	Income taxes (vii)		23,132			7,318
Net loss for the year based on US GAAP			(134,160	)		(1,990,431	)
Other comprehensive loss (viii):
	Pension and postretirement benefits (ix)		(314	)		—
Comprehensive loss based on US GAAP		$	(134,474	)	$	(1,990,431	)
Accumulated other comprehensive loss at beginning of year		$	—		$	(314	)
Changes in the year			(314	)		—
Accumulated other comprehensive loss at end of year		$	(314	)	$	(314	)

As at December 31, 2001, the Company had unamortized goodwill of $4,666.9 million. The coming into effect on January 1, 2002 of a new accounting policy, pursuant to which goodwill is no longer amortized, resulted in a reduction of $120 million in amortization expense related to goodwill. The following summarizes the effect of the accounting change if it had been applied retroactively:

	2001			2002
Net loss, as reported	$	(134,160	)	$	(1,990,431	)
Goodwill amortization		119,142			—
Adjusted net loss	$	(15,018	)	$	(1,990,431	)

F-33

Combined Shareholder's Equity

		2001			2002
		(in thousands of Canadian dollars)
Shareholder's equity based on Canadian GAAP		$	(310,172	)	$	(314,627	)
Cumulative adjustments:
	Push-down basis of accounting (i)		4,322,399			4,332,002
	Goodwill impairment (ii)		—			(2,004,000	)
	Capitalization of hook-up costs, net of amortization (iii)		(9,439	)		(14,515	)
	Development and pre-operating costs (iv)		(5,675	)		(2,931	)
	Subsidies on subscribers' equipment (v)		(11,857	)		(33,012	)
	Accounting for derivative instruments and hedging activities (vi)		(17,454	)		(14,116	)
	Income taxes (vii)		8,404			15,722
	Pension and postretirement benefits (ix)		(314	)		(314	)
Shareholder's equity based on US GAAP		$	3,975,892		$	1,964,209

(i)

Push-down basis of accounting

The basis of accounting used in the preparation of these financial statements under US GAAP reflects the push-down resulting from the acquisition on October 23, 2000 by Quebecor Media Inc. of the parent of each of the combined entities. Under Canadian GAAP, each entity has retained the historical carrying value basis of its assets and liabilities. The excess of the purchase price over the value assigned to the net assets of the Company at the date of acquisition has been allocated to goodwill and has been amortized, up to December 31, 2001 on the straight-line basis over 40 years.

The principal adjustments, taking into account the final allocation of the purchase price finalized in the fourth quarter of 2001, to the historical combined financial statements of the Company to reflect Parent's cost basis were:

(a)

The carrying values of fixed assets were increased by $114.6 million;



(b)

The deferred charges related to financing fees and exchange losses on long-term debt have been written off to reflect the fair value of the assumed long-term debt and, further reduction in deferred charges were recorded for a total amount of $22.6 million;



(c)

Accrued charges increased by $40.3 million;



(d)

Future income taxes liability increased by $24.9 million; and



(e)

The $4,360.5 million excess of parent's cost over the value assigned to the net assets of the Company at the date of acquisition has been recorded as goodwill and $4,387.3 million was credited as contributed surplus.

F-34

(ii)

Goodwill impairment

The accounting requirements for goodwill under Canadian GAAP and US GAAP are similar in all material respects. However, in accordance with the transitional provisions contained in Section 3062 of the CICA Handbook, an impairment loss recognized during the financial year in which the new recommendations are initially applied is recognized as the effect of a change in accounting policy and charged to opening retained earnings, without restatement of prior periods. Under US GAAP, an impairment loss recognized as a result of transitional goodwill impairment test is recognized as the effect of a change in accounting principles in the statement of operations above the caption "net income".

(iii)

Capitalization of hook-up costs, net of amortization

Under Canadian GAAP, the costs of reconnecting subscribers, which include material, direct labor, and certain overhead charges are capitalized and depreciated over a three-year or a four-year period on a straight-line basis. Under US GAAP, these costs are expensed as incurred.

(iv)

Development and pre-operating costs

Under Canadian GAAP, certain development and pre-operating costs, which satisfy specified criteria for recoverability are deferred and amortized. Under US GAAP, these costs are expensed as incurred.

(v)

Subsidies on subscribers' equipment

Under Canadian GAAP, the costs of subsidies granted to the subscribers on the equipment sold are capitalized and amortized over a three-year period on a straight-line basis. Under US GAAP, these costs are expensed as incurred.

(vi)

Accounting for derivative instruments and hedging activities

The Company adopted, at the beginning of 2001, Statement of Financial Accounting Standards No. 133 "Accounting for Derivative Instruments and Hedging Activities" as amended (SFAS 133), which establishes accounting and reporting standards for derivative instruments and hedging activities and requires that all derivatives be recorded as either assets or liabilities in the balance sheet at fair value with changes in fair value recorded in the statement of operations unless the instrument is effective and qualifies for hedge accounting. As of the adoption date, the Company did not hold any of these instruments. Under Canadian GAAP, derivative financial instruments are accounted for on an accrual basis. Realized and unrealized gains and losses are deferred and recognized in income in the same period and in the same financial statement category as the income or expense arising from the corresponding hedged position. Furthermore, under Canadian GAAP, the change in foreign exchange rate on long-term foreign currency denominated instrument is recorded either as an asset or liability when hedge accounting is used. Under US GAAP, these changes are recorded in the statement of operations.

F-35

(vii)

Income taxes

This adjustment represents the tax impact of the US GAAP adjustments. Furthermore, under Canadian GAAP, income taxes are measured using substantially enacted tax rates, while under US GAAP measurement is based on enacted tax rates.

(viii)

Comprehensive income

Comprehensive income is presented in accordance with FAS No. 130, "Reporting Comprehensive Income". This standard defines comprehensive income as all changes in equity other than those resulting from investments by owners and distributions to owners. Other comprehensive income consists of adjustments to shareholder's equity and the accrued benefit liability, representing the excess of the accumulated pension benefit obligation as compared to the fair value of plan assets.

(ix)

Pension and postretirement benefits

The accounting requirements for pension and postretirement benefits under Canadian GAAP and US GAAP are similar in all material respects. However, under US GAAP, if the accumulated benefit obligation exceeds the fair value of a pension plan's assets, the Company is required to recognize a minimum accrued liability equal to the unfunded accumulated benefit obligation, which is recorded as a separate component of shareholder's equity under the caption other comprehensive income.

(x)

Operating income before the undernoted

US GAAP requires that depreciation and amortization and other items be included in the determination of operating income and does not permit the disclosure of subtotals of the amounts of operating income before these items. Canadian GAAP permits the subtotals of the amounts of operating income before these items.

(xi)

Other information required by US GAAP

Guarantees

In the normal course of business, the Company enters into numerous agreements containing features that meet the criteria of FIN-95 for a guarantee including the following:

Operating leases

The Company has guaranteed a portion of the residual values of certain assets under operating leases, for the benefit of the lessor. If the fair value of the assets, at the end of their respective lease terms, is less than the residual value guaranteed, then the Company must, under certain conditions, compensate the lessor for a portion of the shortfall. As at December 31, 2002, the maximum exposure in respect of these guarantees is $13.2 million.

F-36

Guarantees under lease agreements

A subsidiary of the Company has provided guarantees to the lessor of certain of the franchisees operating leases with expiry dates through 2008. If the franchisee defaults under the agreement, the subsidiary must, under certain conditions, compensate the lessor for the default. The maximum exposure in respect of these guarantees is $3.6 million. As at December 31, 2002, the subsidiary had not recorded a liability associated with these guarantees, since it is its present estimation that no franchisee will default under the agreement. Recourse against the franchisee is also available, up to the total amount due.

(xii)

Combined Statements of Cash Flows

The disclosure of a subtotal of the amount of funds provided by operations before changes in non-cash operating working capital items in the combined statement of cash flows is allowed by Canadian GAAP while it is not allowed by US GAAP.

(xiii)

Recent accounting pronouncements



(a)

In July 2002, the FASB issued FAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities" ("FAS 146") which is effective for exit or disposal activities that are initiated after December 31, 2002. FAS 146 nullifies Emerging Issues Task Force Issue No. 94-3 ("EITF 94-3") "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in Restructuring)". The principal difference between FAS 146 and EITF 94-3 related to the recognition of a liability for a cost associated with an exit or disposal activity. FAS 146 requires that a liability be recognized for exit or disposal costs only when the liability is incurred, whereas under EITF 94-3, the liability was recognized when a company commits to an exit plan, and that the liability be initially measured at fair value. The Company is currently assessing the impact of the new standard. The Company will apply the statement for the year starting January 1, 2003.



(b)

In November 2002, the FASB issued Interpretation No. 45 "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of others" (the "Interpretation ") which addresses the disclosure to be made by a guarantor in its interim and annual financial statements about its obligations under guarantees. The Interpretation also requires the recognition of a liability by a guarantor at the inception of certain guarantees.

The Interpretation requires the guarantor to recognize a liability for the non-contingent component of the guarantee; which is the obligation to stand ready to perform in the event that the specified triggering events or conditions occur. The initial measurement of this liability is the fair value of the guarantee at inception. The recognition of the liability is required even if it is not probable that payments will be required under the guarantee or if the guarantee was issued with a premium payment or as part of a transaction with multiple elements.

F-37

The Company has provided the information regarding its currently outstanding guarantees and will apply the measurement provisions of the statement for the year beginning on January 1, 2003.

(c)

In November 2001, the Canadian Institute of Chartered Accountants, or the CICA, issued Accounting Guideline 13, Hedging Relationship, and in November 2002 the CICA amended the effective date of this guideline. This accounting guideline establishes new criteria for hedge accounting and will apply to all hedging relationships in effect on or after January 1, 2004. On January 1, 2004, the Company will reassess all its hedging relationships to determine whether the criteria established by the CICA's new accounting guideline are met or not and will apply the new guideline on a prospective basis. To qualify for hedge accounting, the hedging relationship must be appropriately documented at the inception of the hedge and there must be reasonable assurance, both at the inception and throughout the term of the hedge, that the hedging relationship will be effective. Effectiveness requires a high correlation of changes in fair values or cash flow between the hedged item and the hedging item.



(xiv)

Guaranteed debt

The combined information below has been presented in accordance with the requirements of the Securities and Exchange Commission for guarantor financial statements.

The Company's Senior Notes due 2014 described in note 22 will be guaranteed by specific subsidiaries of the Company (the "Subsidiary Guarantors"). The accompanying condensed combined financial information as at December 31, 2001 and 2002 and for the years 2001 and 2002 has been prepared in accordance with US GAAP. The information under the column headed "Combined Guarantors" is for all the Subsidiary Guarantors. Investments in the Subsidiary Guarantors are accounted for by the equity method in the separate column headed "Vidéotron Ltée". Each Subsidiary Guarantor is wholly-owned by the Company. All guarantees are full and unconditional, and joint and several (to the extent permitted by applicable law).

The main subsidiaries included under the column "Subsidiary Guarantors" are Vidéotron TVN inc., Vidéotron (1998) ltée and Le SuperClub Vidéotron ltée and its subsidiary Groupe de Divertissement SuperClub Inc.

The "Non Subsidiary Guarantors" are CF Cable TV Inc., Vidéotron (Régional) ltée, Télé-Câble Charlevoix (1977) Inc. and Société d'Édition et de Transcodage T.E. ltée.

F-38

Combined Balance Sheet

As at December 31, 2001

	Vidéotron Ltée			Subsidiary guarantors			Subsidiary non- guarantors			Adjustments and eliminations			Combined
	(in thousands of Canadian dollars)
Assets
Fixed assets	$	798,472		$	164,501		$	235,325		$	—		$	1,198,298
Goodwill		3,014,765			630,339			788,112			233,711			4,666,927
Deferred charges		35,916			3,670			3,490			(559	)		42,517
Investments		485,629			—			212			(485,775	)		66
Future income taxes		10,516			14,660			3,807			—			28,983
Cash and cash equivalents		80,020			57			858			—			80,935
Accounts receivable		72,048			8,708			1,163			—			81,919
Inventories and prepaid expenses		15,498			19,016			938			—			35,452
Amounts receivable from affiliated companies		59,384			40,568			16,377			(114,147	)		2,182
Total assets	$	4,572,248		$	881,519		$	1,050,282		$	(366,770	)	$	6,137,279
Liabilities
Long-term debt	$	1,157,995		$	71,660		$	150,297		$	(92,316	)	$	1,287,636
Retractable preferred shares		300,000			37,187			—			—			337,187
Issued and outstanding cheques		8,981			2,382			160			—			11,523
Accounts payable and accrued liabilities		119,474			60,781			23,436			530			204,221
Amounts payable to affiliated companies		66,190			88,274			914			(113,414	)		41,964
Deferred revenue and prepaid services		61,011			5,691			22,549			—			89,251
Future income taxes		166,604			(5,892	)		29,446			(2,992	)		187,166
Non-controlling interest in a subsidiary		—			—			1,900			539			2,439
		1,880,255			260,083			228,702			(207,653	)		2,161,387
Shareholder's equity
Capital shares		1			11,871			235,025			(246,894	)		3
Contributed surplus		3,202,100			640,094			656,294			(21,907	)		4,476,581
Deficit		(510,108	)		(30,529	)		(69,425	)		109,684			(500,378	)
Other comprehensive income		—			—			(314	)		—			(314	)
		2,691,993			621,436			821,580			(159,117	)		3,975,892
	$	4,572,248		$	881,519		$	1,050,282		$	(366,770	)	$	6,137,279

F-39

Combined Statement of Operations

For the year ended December 31, 2001

	Vidéotron Ltée			Subsidiary guarantors			Subsidiary non- guarantors			Adjustments and eliminations			Combined
	(in thousands of Canadian dollars)
Revenues	$	443,171		$	178,445		$	172,637		$	(28,799	)	$	765,454
Direct cost		125,679			55,941			47,111			(931	)		227,800
Operating and administrative expenses		179,075			69,325			60,974			(27,541	)		281,833
Depreciation and amortization		169,265			54,109			37,245			(267	)		260,352
Financial expenses		79,799			15,977			32,728			—			128,504
Other items		(5,826	)		7,219			2,414			—			3,807
Loss before the undernoted		(104,821	)		(24,126	)		(7,835	)		(60	)		(136,842	)
Income taxes		(7,502	)		(524	)		5,199			—			(2,827	)
		(97,319	)		(23,602	)		(13,034	)		(60	)		(134,015	)
Share in the results of a company subject to significant influence		(556	)		—			(212	)		768			—
Non-controlling interest		—			—			13			132			145
Net loss	$	(96,763	)	$	(23,602	)	$	(12,835	)	$	(960	)	$	(134,160	)

F-40

Combined Statement of Cash Flows

For the year ended December 31, 2001

			Vidéotron Ltée			Subsidiary guarantors			Subsidiary non- guarantors			Adjustments and eliminations			Combined
			(in thousands of Canadian dollars)
Cash flows from operating activities:
	Net loss		$	(96,763	)	$	(23,602	)	$	(12,835	)	$	(960	)	$	(134,160	)
	Items not involving cash:
		Depreciation and amortization		171,517			60,986			37,520			(267	)		269,756
		Future income taxes		(8,918	)		(1,129	)		3,764			—			(6,283	)
		Write-off of fixed assets and deferred charges		32,464			(34,043	)		(90	)		—			(1,669	)
		Loss on foreign denominated debt		5,343			—			6,802			—			12,145
		Other		(12,292	)		34,816			3,310			(710	)		25,124
	Share in the results of a company subject to significant influence			(556	)		—			(212	)		768			—
	Changes in non-cash operating working capital			70,760			(32,884	)		494			(227	)		38,143
				161,555			4,144			38,753			(1,396	)		203,056
Cash flows from investing activities:
	Acquisition of fixed assets			(63,329	)		(31,786	)		(20,462	)		—			(115,577	)
	Net change in deferred charges			(877	)		(2,531	)		188			396			(2,824	)
	Amounts receivable from parent company and from affiliated companies			498			(12,898	)		—			—			(12,400	)
	Other			(25,852	)		26,786			(489	)		—			445
				(89,560	)		(20,429	)		(20,763	)		396			(130,356	)
Cash flows from financing activities:
	Increase in long-term debt			447,000			—			—			—			447,000
	Repayment of long-term debt			(110,337	)		—			(26,370	)		—			(136,707	)
	Repayment of promissory note to the parent company			(300,000	)		—			—			—			(300,000	)
	Issuance of shares by a subsidiary			202,750			15,192			(217,942	)		—			—
	Advances from affiliated companies shares issuance			(230,000	)		—			230,000			—			—
	Other			(4,690	)		—			(1,276	)		1,000			(4,966	)
				4,723			15,192			(15,588	)		1,000			5,327
Increase (decrease) in cash				76,718			(1,093	)		2,402			—			78,027
Cash and cash equivalents, beginning of year				(5,679	)		(1,232	)		(1,704	)		—			(8,615	)
Cash and cash equivalents, end of year			$	71,039		$	(2,325	)	$	698		$	—		$	69,412

F-41

Combined Balance Sheet

As at December 31, 2002

	Vidéotron Ltée			Subsidiary guarantors			Subsidiary non- guarantors			Adjustments and eliminations			Combined
	(in thousands of Canadian dollars)
Assets
Fixed assets	$	757,228		$	120,453		$	226,291		$	—		$	1,103,972
Goodwill		1,401,545			630,339			397,332			233,711			2,662,927
Deferred charges		23,763			502			3,274			(489	)		27,050
Investments		505,595			—			878			(493,707	)		12,766
Future income taxes		10,021			15,614			1,123			—			26,758
Cash and cash equivalents		14,710			47			1,124			—			15,881
Accounts receivable		64,965			6,254			782			—			72,001
Inventories and prepaid expenses		10,578			11,888			525			—			22,991
Amounts receivable from affiliated companies		42,632			144,363			56,932			(145,278	)		98,649
Total assets	$	2,831,037		$	929,460		$	688,261		$	(405,763	)	$	4,042,995
Liabilities
Long-term debt	$	996,577		$	71,642		$	145,260		$	(93,854	)	$	1,119,625
Retractable preferred shares		332,480			37,187			—			—			369,667
Redeemable preferred shares issued by a subsidiary		—			7,346			—			80,000			87,346
Issued and outstanding cheques		1,015			918			12			—			1,945
Accounts payable and accrued liabilities		160,341			22,892			30,932			45			214,210
Amounts payable to a company under common control		115,089			55,755			528			(144,545	)		26,827
Deferred revenue and prepaid services		53,794			5,111			21,026			—			79,931
Future income taxes		141,502			2,210			36,707			(1,826	)		178,593
Non-controlling interest in a subsidiary		—			—			10			632			642
		1,800,798			203,061			234,475			(159,548	)		2,078,786
Shareholder's Equity
Capital shares		1			93,471			235,025			(326,894	)		1,603
Contributed surplus		3,203,881			640,094			659,660			(21,907	)		4,481,728
Deficit		(2,173,643	)		(7,166	)		(440,585	)		102,586			(2,518,808	)
Other comprehensive income		—			—			(314	)		—			(314	)
		1,030,239			726,399			453,786			(246,215	)		1,964,209
	$	2,831,037		$	929,460		$	688,261		$	(405,763	)	$	4,042,995

F-42

Combined Statement of Operations

For the year ended December 31, 2002

	Vidéotron Ltée			Subsidiary guarantors		Subsidiary non- guarantors			Adjustments and eliminations			Combined
	(in thousands of Canadian dollars)
Revenues	$	431,872		$	211,569	$	165,482		$	(28,122	)	$	780,801
Direct cost		161,312			57,144		51,381			(2,590	)		267,247
Operating and administrative expenses		177,920			76,275		56,569			(25,760	)		285,004
Depreciation and amortization		82,765			36,393		17,123			(328	)		135,953
Financial expenses		57,664			5,830		10,556			(1,556	)		72,494
Impairment of goodwill		1,613,220			—		390,780			—			2,004,000
Other items		493			—		113			—			606
(Loss) income before the undernoted		(1,661,502	)		35,927		(361,040	)		2,112			(1,984,503	)
Income taxes		(17,515	)		12,564		10,691			—			5,740
		(1,643,987	)		23,363		(371,731	)		2,112			(1,990,243	)
Share in the results of a company subject to significant influence		(310	)		—		(666	)		976			—
Non-controlling interest		—			—		95			93			188
Net (loss) income	$	(1,643,677	)	$	23,363	$	(371,160	)	$	1,043		$	(1,990,431	)

F-43

Combined Statement of Cash Flows

For the year ended December 31, 2002

			Vidéotron Ltée			Subsidiary guarantors			Subsidiary non- guarantors			Adjustments and eliminations			Combined
			(in thousands of Canadian dollars)
Cash flows from operating activities:
	Net income (loss)		$	(1,643,677	)	$	23,363		$	(371,160	)	$	1,043		$	(1,990,431	)
	Items no involving cash:
		Depreciation and amortization		87,106			41,755			17,389			(328	)		145,922
		Future income taxes		(18,902	)		9,720			9,876			—			694
		Write-off of goodwill		1,613,220			—			390,780			—			2,004,000
		Loss on foreign denominated debt		—			—			(1,628	)		(583	)		(2,211	)
		Other		(1,392	)		1,041			1,010			96			755
	Changes in non-cash operating working capital			111,322			(45,657	)		(34,537	)		(486	)		30,642
				147,677			30,222			11,730			(258	)		189,371
Cash flows from investing activities:
	Acquisition of fixed assets			(49,907	)		(29,568	)		(12,853	)		—			(92,328	)
	Net change in deferred charges			(923	)		9,566			(89	)		258			8,812
	Amounts receivable from parent company and from affiliated companies			—			(2,088	)		—			—			(2,088	)
	Other			1,677			142			(1,690	)		—			129
				(49,153	)		(21,948	)		(14,632	)		258			(85,475	)
Cash flows from financing activities:
	Repayment of long-term debt			(155,868	)		—			(3,409	)		—			(159,277	)
	Issuance of shares by a subsidiary			—			80,000			—			—			80,000
	Advances made to a company under common control			—			(86,820	)		—			—			(86,820	)
	Proceeds on disposal of a preferred share issued by an affiliated company			—			—			6,820			—			6,820
	Other			—			—			(95	)		—			(95	)
				(155,868	)		(6,820	)		3,316			—			(159,372	)
Increase (decrease) in cash				(57,344	)		1,454			414			—			(55,476	)
Cash and cash equivalents, beginning of year				71,039			(2,325	)		698			—			69,412
Cash and cash equivalents, end of year			$	13,695		$	(871	)	$	1,112		$	—		$	13,936

F-44

22.   Subsequent events:

(a)

On March 24, 2003, the Company entered into a subordinated loan agreement with its parent company pursuant to which the parent company agreed to provide the Company with a subordinated loan in the principal amount of $150 million, bearing interest at the three-month Bankers' Acceptance rate plus a 1.5% margin. The proceeds from this subordinated loan were used to reduce outstanding indebtedness under the Company's credit facilities.



(b)

On March 28, 2003, Vidéotron Ltée modified its articles of amalgamation by the addition of a right of conversion attached to the Series E Preferred Shares. The holders of any Series E Preferred Shares have the right, at their option and at any time, to convert all or part only of the Series E Preferred Shares which they hold into common shares at 750,000 common shares for each Series E Preferred Share so converted. On the same date, the parent company converted one of its Series E Preferred Shares into 750,000 common shares at a stated capital of $26.8 million. The excess of the redemption value of this Series E Preferred Shares over its stated capital, amounting to $273.2 million, has been credited to the deficit.



(c)

On May 14, 2003, Vidéotron Ltée modified its articles of amalgamation by changing the right of conversion attached to the Series E Preferred Shares. The holders of any Series E Preferred Shares have the right, at their option and at any time, to convert all or part only of the Series E Preferred Shares which they hold into common shares at a conversion ratio reflecting the fair market value of the common share at the time of conversion. On the same date, the parent company converted its last Series E Preferred Shares into 70,000 common shares at a stated capital of $4.5 million. The excess of the redemption value of this Series E Preferred Shares over its stated capital, amounting to $28 million, has been credited to the deficit.



(d)

On June 26, 2003, Vidéotron TVN inc. modified its articles of amalgamation by the addition of a right of conversion attached to the Class E1 Preferred Shares. The holders of any Class E1 Preferred Shares have the right, at their option and at any time, to convert all or part only of the Class E1 Preferred Shares which they hold into Class A shares at a conversion ratio reflecting the fair market value at the time of conversion. On the same date, the parent company converted its Class E1 Preferred Shares into 582,564 Class A shares at a stated capital of $31.6 million, being the stated capital of the Class E1 Preferred Shares so converted.



(e)

On October 1, 2003, the Company filed articles of amendment that, inter alia, removed the provisions limiting the number of the Company's shareholders to 50 and prohibiting any distribution to the public of the Company's securities. On October 7, 2003, the Company acquired from its parent company all the outstanding shares of Le SuperClub Vidéotron Ltée and Vidéotron TVN inc. in exchange of 354,813 common shares of the Company. On October 8, 2003, the Company completed an offering of US$335 million aggregate principal amount of 6⁷/8% Senior Notes due January 15, 2014. Concurrently with this offering, the Company amended its credit facilities such that they consist of a five-year revolving credit facility of US$100 million and a five-year Term loan C of $368.1 million. The net proceeds from this offering were used to repay borrowings under the Company's existing credit facility and for general corporate purposes. This refinancing caused the Company to record, in October 2003, a charge of $17.1 million related to the old financing. Also on October 8, 2003, the Company amended the $150 million subordinated loan from its parent company such that interest payable thereunder is payable in cash at the Company's option throughout the term of the loan.

F-45

VIDÉOTRON LTÉE
Interim Combined Statements of Operations
(Unaudited)
Nine-month periods ended September 30, 2002 and 2003
(in thousands of Canadian dollars)

		2002		2003
Operating revenues:
	Cable television	$	436,757	$	418,383
	Internet		96,276		133,033
	Video stores		25,916		28,267
	Other		4,046		3,456
			562,995		583,139
Operating expenses:
	Direct costs		158,845		147,217
	Operating, general and administrative expenses		214,482		207,753
			373,327		354,970
Operating income before the undernoted			189,668		228,169
Depreciation and amortization			100,643		104,954
Financial expenses (note 3)			54,578		34,185
Other items (note 2)			—		(2,500	)
Income before income taxes and non-controlling interest			34,447		91,530
Income taxes (note 4):
	Current		4,229		4,112
	Future		7,413		24,562
			11,642		28,674
			22,805		62,856
Non-controlling interest in a subsidiary			145		46
Net income		$	22,660	$	62,810

See accompanying notes to unaudited interim combined financial statements.

F-46

VIDÉOTRON LTÉE
Interim Combined Statements of Shareholder's Equity
(Unaudited)
Nine-month periods ended September 30, 2002 and 2003
(in thousands of Canadian dollars)

	Common capital stock		Contributed surplus		Deficit			Total shareholder's equity
Balance as at December 31, 2001	$	3	$	84,357	$	(394,532	)	$	(310,172	)
Excess of the fair value received over the carrying value of the assets sold to a company under common control		—		5,147		—			5,147
Excess of the preferred share retractable value over the stated capital		—		—		(27,999	)		(27,999	)
Net income		—		—		22,660			22,660
Balance as at September 30, 2002		3		89,504		(399,871	)		(310,364	)
Issuance of 1 Class A share of SuperClub Vidéotron Ltée		1,600		—		—			1,600
Net loss		—		—		(5,863	)		(5,863	)
Balance as at December 31, 2002		1,603		89,504		(405,734	)		(314,627	)
Conversion of 2 Class E preferred shares of Vidéotron Ltée into 820,000 common shares (note 11)		31,310		—		—			31,310
Conversion of 1 Class E1 preferred share of Vidéotron TVN Inc. into 582,564 Class A shares (note 11)		31,556		—		—			31,556
Excess of the preferred shares retractable value over the stated capital converted into Class A shares		—		301,170		—			301,170
Net income		—		—		62,810			62,810
Balance as at September 30, 2003	$	64,469	$	390,674	$	(342,924	)	$	112,219

See accompanying notes to unaudited interim combined financial statements.

F-47

VIDÉOTRON LTÉE
Interim Combined Balance Sheets
(Unaudited)
As at December 31, 2002 and September 30, 2003
(in thousands of Canadian dollars)

		December 31, 2002			September 30, 2003
					(Unaudited)
Assets
	Fixed assets (note 5)	$	957,533		$	910,210
	Goodwill (note 6)		432,315			433,215
	Deferred charges (note 7)		63,799			58,882
	Investments		12,766			12,766
	Future income taxes		26,758			4,167
	Cash and cash equivalents		15,881			816
	Accounts receivable		71,380			71,641
	Amounts receivable from affiliated companies		98,649			22,680
	Inventories (note 8)		19,130			22,909
	Prepaid expenses		4,024			5,949
	Income taxes receivable		621			116
		$	1,702,856		$	1,543,351
Liabilities
	Long-term debt (note 9)	$	1,119,625		$	1,034,108
	Retractable preferred shares (note 11)		369,667			5,631
	Retractable preferred shares issued by a subsidiary company		87,346			—
	Issued and outstanding cheques		1,945			6,868
	Accounts payable and accrued liabilities (note 10)		197,286			145,890
	Income taxes payable		909			2,476
	Amounts payable to affiliated companies		26,827			10,051
	Deferred revenue		79,931			90,206
	Future income taxes		133,305			135,279
	Non-controlling interest in subsidiaries		642			623
			2,017,483			1,431,132
Shareholder's Equity
	Common shares (note 11)		1,603			64,469
	Contributed surplus		89,504			390,674
	Deficit		(405,734	)		(342,924	)
			(314,627	)		112,219
		$	1,702,856		$	1,543,351

Contingencies (note 13)
Subsequent event (note 14)

See accompanying notes to unaudited interim combined financial statements.

F-48

VIDÉOTRON LTÉE
Interim Combined Statements of Cash Flows
(Unaudited)
Nine-month periods ended September 30, 2002 and 2003
(in thousands of Canadian dollars)

			2002			2003
Cash flows from operating activities:
	Net income		$	22,660		$	62,810
	Adjustments for the following items:
		Depreciation and amortization		106,893			113,298
		Future income taxes		7,413			24,562
		Non-controlling interest in a subsidiary		145			46
		Loss on disposal of fixed assets		264			452
		Gain on foreign currency denominated debt		(1,416	)		(17,838	)
		Other items		(503	)		(1,797	)
	Cash flows from operations			135,456			181,533
	Net change in non-cash operating items:
		Accounts receivable		9,043			194
		Current income taxes		(314	)		2,073
		Net amounts receivable and payable from/to affiliated companies		(7,322	)		(26,167	)
		Promissory notes payable to a company under common control		(22,543	)		—
		Inventories		(2,327	)		(3,779	)
		Prepaid expenses		(3,100	)		(1,729	)
		Accounts payable and accrued liabilities		7,394			(79,749	)
		Deferred revenue		(5,651	)		10,274
				(24,820	)		(98,883	)
	Cash flows from operating activities			110,636			82,650
Cash flows from investing activities:
	Acquisition of fixed assets			(78,146	)		(59,803	)
	Net change in deferred charges			(11,848	)		(10,711	)
	Proceeds on disposal of fixed assets and investments			1,031			646
	Acquisition of non-controlling interest			(800	)		—
	Acquisition of internet subscribers			—			(900	)
	Cash flows used in investing activities			(89,763	)		(70,768	)
Cash flows from financing activities:
	Repayment of long-term debt			(29,272	)		(253,267	)
	Increase in long-term debt			—			85,000
	Recouponing fees on currency swap			—			(13,539	)
	Increase in long-term intercompany loan from parent company			—			150,000
	Issuance of preferred shares of subsidiary companies			86,820			—
	Advances made to a company under common control			(86,820	)		—
	Other			(32	)		(64	)
	Cash flows used in financing activities			(29,304	)		(31,870	)
Net change in cash and cash equivalents				(8,431	)		(19,988	)
Cash and cash equivalents at beginning of period				69,412			13,936
Cash and cash equivalents at end of period			$	60,981		$	(6,052	)
Cash and cash equivalents are comprised of:
	Cash and short-term investments		$	78,270		$	816
	Issued and outstanding cheques			(17,289	)		(6,868	)
			$	60,981		$	(6,052	)

See accompanying notes to unaudited interim combined financial statements.

F-49

VIDÉOTRON LTÉE

Notes to Interim Combined Financial Statements

(Unaudited)
As at September 30, 2003

1.     Basis of presentation and accounting changes:

The Company is a distributor of pay-television services in the Province of Québec by delivering cable television and Internet access services. It also operates the largest chain of video stores in Québec.

The accompanying unaudited combined financial statements of the Company have been prepared in accordance with Canadian generally accepted accounting principles on a basis consistent with those followed in the most recent audited annual combined financial statements. These unaudited interim combined financial statements do not include all information and note disclosures required by Canadian generally accepted accounting principles for annual financial statements, and therefore should be read in conjunction with the December 31, 2002 audited combined financial statements and the notes below.

New accounting policies since previous year-end

(a)

Disclosures of guarantees:

In February 2003, the Canadian Institute of Chartered Accountants ("CICA") issued Accounting Guideline 14 ("AcG-14"), Disclosure of Guarantees, which requires that certain disclosures be made by a guarantor about its obligations under guarantees in its interim and annual consolidated financial statements for interim periods beginning on or after January 1, 2003.

A guarantee is a contract or an indemnification agreement that contingently requires the Company to make payments to the other party of the contract or agreement, based on changes in an underlying obligation that is related to an asset, a liability or an equity security of the other party, or based on a third party failure to perform under an obligating agreement. It could also be an indirect guarantee of the indebtedness of another party, even though the payment to the other party may not be based on changes in an underlying obligation that is related to an asset, a liability or an equity security of the other party.

In the normal course of business, the Company enters into numerous agreements containing features that meet the AcG-14 criteria for a guarantee including the following:

Operating leases

The Company has guaranteed a portion of the residual values of certain assets under operating leases for the benefit of the lessor. If the fair value of the assets, at the end of their respective lease terms, is less than the residual value guaranteed, then the Company must, under certain conditions, compensate the lessor for a portion of the shortfall. The maximum exposure in respect of these guarantees is $6.8 million.

Guarantees under lease agreements

A subsidiary of the Company has provided guarantees to the lessor of certain of the franchisees for operating leases, with expiry dates through 2008. If the franchisee defaults under the agreement, the subsidiary must, under certain conditions, compensate the lessor for the default. The maximum exposure in respect of these guarantees is $2.7 million. As at September 30, 2003, the subsidiary has not recorded a liability associated with these guarantees, since it is its present estimation that no franchisee will default under the agreement. Recourse against the sub-lessee is also available, up to the total amount due.

F-50

(b)

Termination benefits and costs associated with exit and disposal activities:

In March 2003, the Emerging Issues Committee released Abstracts EIC-134, Accounting for Severance and Termination Benefits ("EIC-134"), and EIC-135, Accounting for Costs Associated with Exit and Disposal Activities (Including Costs Incurred in a Restructuring) ("EIC-135"). EIC-134 provides interpretive guidance to the accounting requirements for the various types of severance and termination benefits covered in CICA Handbook Section 3461, Employee Future Benefits. EIC-135 provides interpretive guidance for the timing of the recognition of a liability for costs associated with an exit or disposal activity. The new guidance requires that the liability be recognized for those costs only when the liability is incurred, that is, when it meets the definition of a liability in CICA Handbook Section 1000, Financial Statement Concepts.

These new EICs also establish fair value as the objective for initial measurement of liabilities related to exit or to disposal activities. Together, these two EICs are intended to harmonize Canadian generally accepted accounting principles with US SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. The Company adopted the new recommendations effective April 1, 2003. The adoption of these standards did not have a material impact on the Company's combined financial statements for the nine-month period ended September 30, 2003.

(c)

Long-Lived Assets and Discontinued Operations:

In December 2002, the CICA issued Section 3063, Impairment or Disposal of Long-lived Assets and revised Section 3475, Disposal of Long-Lived Assets and Discontinued Operations, of the CICA Handbook. Together, these two sections supersede the write-down and disposal provisions of Section 3061, Property, Plant and Equipment, as well as Section 3475, Discontinued Operations, of the CICA Handbook.

Section 3063 amends existing guidance on long-lived asset impairment measurement and establishes standards for the recognition, measurement and disclosure of the impairment of long-lived assets held for use by the Company. It requires that an impairment loss be recognized when the carrying amount of a long-lived asset to be held and used exceeds the sum of the undiscounted cash flows expected from its use and eventual disposal; an impairment should be measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value.

Section 3475 provides specified criteria for classifying an asset as held-for-sale and requires assets classified as held-for-sale to be accounted for at the lower of their carrying amounts or fair value, less selling costs. Section 3475 also broadens the scope of businesses that qualify for reporting by including as discontinued operations any disposals of a component of an entity for which operating results and cash flows can be clearly distinguished from the rest of the Company, and changes the timing of loss recognition on such operations.

The new standards in Section 3063 on the impairment of long-lived assets held for use are applicable for years beginning on or after April 1, 2003; however, early application is permitted. The revised standards in Section 3475 on disposal of long-lived assets and discontinued operations are applicable to disposal activities initiated under an exit plan committed to on or after May 1, 2003; however, early application is permitted.

F-51

2.     Restructuring accrual:

		(in thousands of Canadian dollars)
Balance as at December 31, 2002		$	25,000
Utilized in 2003:
	Cash		(22,222	)
Reversal:
	Non-cash		(2,500	)
Balance as at September 30, 2003		$	278

In 2002, the Company conducted cost reduction programs which included labour reductions and consequently employees and other related commitments.

3.     Financial expenses:

		September 30, 2002			September 30, 2003
		(in thousands of Canadian dollars)
Third parties:
	Interest on long-term debt	$	55,950		$	48,064
	Write-off and amortization of deferred financing costs		2,171			3,809
	Amortization of debt premium		(681	)		(874	)
	Gain on foreign denominated debt		(1,416	)		(17,838	)
	Gain on foreign denominated short-term monetary items		(1,352	)		(3,190	)
	Bank fees		1,135			982
	Other interest and penalty charges		319			91
			56,126			31,044
	Interest capitalized to fixed assets		(26	)		—
	Interest income		(1,367	)		(93	)
			54,733			30,951
Parent company:
	Interest expense		—			3,462
Companies under common control:
	Interest income		(5,434	)		(3,621	)
	Undeclared cumulative dividend on preferred share of a subsidiary		5,279			3,393
			(155	)		(228	)
		$	54,578		$	34,185

F-52

4.     Income taxes:

The following schedule reconciles income taxes computed on the income before income taxes and non-controlling interest in a subsidiary according to the combined basic income tax rate and the effective income tax rate:

	September 30, 2002			September 30, 2003
	(in thousands of Canadian dollars)
Income taxes based on the combined federal and provincial (Québec) basic income tax rate of 33.08% (2002 — 35.16%)	$	12,112		$	30,278
Federal large corporations taxes		2,070			1,874
Foreign exchange gain on US denominated debt taxable at a lower rate		(222	)		(2,422	)
Unrecognized tax benefit of capital loss		(276	)		(644	)
Non-deductible dividend payable to a company under common control		1,856			1,122
Other		(3,898	)		(1,534	)
	$	11,642		$	28,674

5.     Fixed assets:

	December 31, 2002
	Cost		Accumulated depreciation		Net book value
	(in thousands of Canadian dollars)
Receiving and distribution networks	$	1,384,344	$	597,919	$	786,425
Furniture and equipment		183,471		129,952		53,519
Terminals and operating system		197,433		103,018		94,415
Buildings		21,645		7,564		14,081
Video rental inventory		10,503		6,465		4,038
Coding and transmission material		8,303		5,098		3,205
Land		1,850		—		1,850
	$	1,807,549	$	850,016	$	957,533

F-53

	September 30, 2003
	Cost		Accumulated depreciation		Net book value
	(in thousands of Canadian dollars)
Receiving and distribution networks	$	1,424,842	$	661,461	$	763,381
Furniture and equipment		203,715		146,145		57,570
Terminals and operating system		181,691		113,055		68,636
Buildings		21,648		8,092		13,556
Video rental inventory		9,733		7,417		2,316
Coding and transmission material		8,544		5,616		2,928
Land		1,823		—		1,823
	$	1,851,996	$	941,786	$	910,210

6.     Goodwill:

	December 31, 2002		September 30, 2003
	(in thousands of Canadian dollars)
Goodwill	$	432,315	$	433,215

During the nine-month period ended September 30, 2003, a subsidiary of the Company acquired for a cash consideration of $0.9 million, at the carrying value of the investment held by the parent company, a small group of Internet (dial-up) customers from its parent company. Assets acquired, amounting to $0.9 million, have been recorded as goodwill.

7.     Deferred charges:

	December 31, 2002		September 30, 2003
	(in thousands of Canadian dollars)
Long-term financing fees	$	13,179	$	9,525
Employee future benefit costs		4,562		4,562
Forward exchange contracts		8,948		—
Subsidies on equipment		35,241		43,647
Development and pre-operating costs		1,367		742
Leasehold inducement		502		406
	$	63,799	$	58,882

F-54

8.     Inventories:

	December 31, 2002		September 30, 2003
	(in thousands of Canadian dollars)
Subscribers' equipment	$	9,263	$	13,041
Video store materials		2,571		2,329
Other supplies and spare parts		7,296		7,539
	$	19,130	$	22,909

9.     Long-term debt:

	December 31, 2002		September 30, 2003
	(in thousands of Canadian dollars)
Bank facility (a)	$	995,846	$	779,065
Senior Secured First Priority Notes (b)		123,755		105,043
Subordinated loan — Quebecor Media (c)		—		150,000
Other		24		—
	$	1,119,625	$	1,034,108

(a)

Bank facility:

Bank credit facility, bearing interest at Bankers' Acceptance rates, or other agreed upon interest rates, plus, in each case, a premium based on certain financial ratios, is secured by liens on the universality of all tangible and intangible assets, current and future, of the Company, subject to certain limitations for CF Cable TV Inc. and its subsidiaries. The credit facility is composed of the following credits:

(i)

Revolving Facility of a maximum amount of $150.0 million, maturing on November 28, 2005;



(ii)

Term — A-1 loan, for a maximum amount of $700.2 million, decreasing quarterly starting March 1, 2003, until maturity on December 1, 2008;



(iii)

Term — B loan, for a maximum amount of US$262.3 million, decreasing quarterly starting March 1, 2003, maturing on December 1, 2009. The Company has hedged the foreign currency risk associated with the facility by using a cross-currency swap agreement under which the Company has set the exchange rate of all payments in Canadian dollars.

As at September 30, 2003, the outstanding balances include Bankers' Acceptance based advances of $467.4 million, and LIBOR based advances of US$200.7 million (December 31, 2002 — $629.4 million, Prime Rate based advances of $1.4 million and US$231.4 million, respectively). As at September 30, 2003, the effective interest rates range from 3.7% to 5.2% (December 31, 2002 — 4.28% to 5.0%).

F-55

The credit facility obligates the Company to make mandatory repayments based on an excess cash flow formula whereby 50% of this excess, calculated on a quarterly basis, is to be repaid. In 2003 and thereafter, excess cash flows remittance are based on the leverage ratio of the Company.

The credit facility contains usual covenants such as maintaining certain financial ratios and certain restrictions as to the payment of dividends. The unused amount under the Revolving Facility at September 30, 2003 is $120 million.

On March 24, 2003, the Company repaid on a voluntary basis $107.4 million of Term — A-1 loan principal and US$28.7 million equivalent to $42.6 million (Canadian dollars) of Term — B loan for a total reimbursement of $150 million using funds from the subordinated loan granted to the Company by Quebecor Media Inc.

(b)

Senior Secured First Priority Notes:

Senior Secured First Priority Notes issued by CF Cable TV Inc. having a par value of US$75.6 million (December 31, 2002 — US$75.6 million) bearing interest at the rate of 9.125%, maturing in 2007. The Notes are redeemable at the option of the Company on or after July 15, 2005 at 100% of the principal amount. These Notes are secured by first-ranking hypothecs on substantially all of the assets of CF Cable TV Inc. and certain of its subsidiaries. In addition, CF Cable TV Inc. and its subsidiaries have provided, to the extent permitted under the Notes Trust Indenture, guarantees in favour of the lenders under its parent credit agreement. In the case of realization on the assets of CF Cable TV Inc. and its subsidiaries, the proceeds thereof would be firstly used to repay, on a pro rata basis, and as described in an inter-creditor agreement entered into on June 29, 2001, between, among others, the agent under the parent's credit agreement and the trustee under the Notes Trust Indenture, the Senior Secured First Priority Notes and the first priority guarantees provided to the lenders under the parent's credit agreement. In May 2002, the Company repurchased US$2.2 million of these Notes.

(c)

Subordinated loan — Quebecor Media Inc.:

On March 24, 2003, the Company contracted a subordinated loan of $150 million from its parent company. The $150 million subordinated loan, maturing in March 2015, bears interest at the rate of 90-day bankers' acceptance rates plus 1.5%, payable in arrears on the last day of each quarter starting June 30, 2003. The obligations of the Company are subordinated in right of payment to the prior payment in full of all existing and future indebtedness of the Company under or in connection with the Credit Agreement. The holders of all other senior indebtedness of the Company will be entitled to receive payment in full of all amounts due on or in respect of all other existing and future senior indebtedness of the Company before the Lender is entitled to receive or retain payment of principal.

In June 2003, the Company notified the Lender according to the subordinated loan agreement that it will stop the payment of all interests on the loan until April 2004. The amount of interests owed to Quebecor Media Inc. as at September 30, 2003 totalled $3.7 million.

F-56

Minimum principal repayments on long-term debt, taking into account the refinancing described in note 22 (e), are as follows:

	(in thousands of Canadian dollars)
2004	$	50,000
2005		50,000
2006		50,000
2007		155,100
2008 and thereafter		770,600

10.   Accounts payable and accrued liabilities:

	December 31, 2002		September 30, 2003
	(in thousands of Canadian dollars)
Trade accounts payable	$	49,919	$	42,457
Subscribers' equipment suppliers		6,037		3,368
Royalties and service providers dues		75,112		47,304
Restructuring accrual		25,000		278
Employees' salaries and dues		17,855		15,798
Pension plan accrued liability		3,900		3,900
Provincial and federal sales tax		9,769		4,601
Forward exchange contracts		—		25,044
Interest due		9,694		3,140
	$	197,286	$	145,890

F-57

11.   Share capital:

			December 31, 2002				September 30, 2003
			Common shares		Retractable preferred shares		Common shares		Retractable preferred shares
			(in thousands of Canadian dollars)
Issued and paid:
	Vidéotron Ltée:
		10,820,000 common shares (10,000,000 in 2002)	$	1	$	—	$	31,311	$	—
		No Preferred shares, Series E (2 in 2002 — book value of $31,310)		—		332,480		—		—
	Vidéotron TVN Inc.:
		582,565 Class A shares (1 in 2002)		1		—		31,557		—
	No Preferred shares, Class E1 (1 in 2002 — book value of $31,556)			—		31,556		—		—
	Le SuperClub Vidéotron Ltée:
		2 Class A shares		1,601		—		1,601		—
		5,631 Class B shares — book value of $5,631		—		5,631		—		5,631
			$	1,603	$	369,667	$	64,469	$	5,631

On March 28, 2003, the parent company of Vidéotron Ltée converted one of its Series E Preferred Shares into 750,000 common shares at a stated capital of $26.8 million. Furthermore, on May 14, 2003, the parent company converted its last Series E Preferred Share into 70,000 common shares at a stated capital of $4.5 million.

On June 26, 2003, the parent company of Vidéotron TVN Inc. converted its Class E1 Preferred Share into 582,564 Class A shares at a stated capital of $31.6 million.

12.   Material differences between generally accepted accounting principles (GAAP) in Canada and the United States:

The interim combined financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") in Canada which are different in some respects from those in the United States ("US"), as described below. The following tables set forth the impact of material differences between Canadian GAAP and US GAAP on the Company's combined financial statements, including disclosures that are required under US GAAP.

F-58

Combined Statements of Operations

For the nine-month period ended

		September 30, 2002			September 30, 2003
		(in thousands of Canadian dollars)
Net income for the period based on Canadian GAAP		$	22,660		$	62,810
Adjustments:
	Push-down basis of accounting (i)		(5,420	)		(7,066	)
	Goodwill impairment (ii)		(1,936,000	)		—
	Capitalization of hook-up cost, net of amortization (iii)		(3,817	)		(2,157	)
	Development and pre-operating costs (iv)		(426	)		173
	Subsidies on subscribers' equipment (v)		(14,338	)		(8,458	)
	Accounting for derivative instruments and hedging activities (vi)		4,559			8,986
	Income taxes (vii)		5,716			3,373
Net income (loss) and comprehensive income (loss) for the period based on US GAAP		$	(1,927,066	)	$	57,661
Accumulated other comprehensive loss at beginning of period		$	(314	)	$	(314	)
Changes in the period			—			—
Accumulated other comprehensive loss at end of period		$	(314	)	$	(314	)

Combined Shareholder's Equity

As at

		December 31, 2002			September 30, 2003
		(in thousands of Canadian dollars)
Shareholder's equity based on Canadian GAAP		$	(314,627	)	$	112,219
Cumulative adjustments:
	Push-down basis of accounting (i)		4,332,002			4,324,936
	Goodwill impairment (ii)		(2,004,000	)		(2,004,000	)
	Capitalization of hook-up costs, net of amortization (iii)		(14,515	)		(16,672	)
	Development and pre-operating costs (iv)		(2,931	)		(2,758	)
	Subsidies on subscribers' equipment (v)		(33,012	)		(41,470	)
	Accounting for derivative instruments and hedging activities (vi)		(14,116	)		(5,130	)
	Income taxes (vii)		15,722			19,095
	Pension and postretirement benefits (ix)		(314	)		(314	)
Shareholder's equity per US GAAP		$	1,964,209		$	2,385,906

F-59

(i)

Push-down basis of accounting

The basis of accounting used in the preparation of these financial statements under US GAAP reflects the push-down resulting from the acquisition on October 23, 2000 by Quebecor Media Inc. of the parent of each of the combined entities. Under Canadian GAAP, each entity has retained the historical carrying value basis of its assets and liabilities. The excess of the purchase price over the value assigned to the net assets of the Company at the date of acquisition has been allocated to goodwill and has been amortized, up to December 31, 2001 on the straight-line basis over 40 years.

The principal adjustments, taking into account the final allocation of the purchase price finalized in the fourth quarter of 2001, to the historical combined financial statements of the Company to reflect Parent's cost basis were:

(a)

The carrying values of fixed assets were increased by $114.6 million;



(b)

The deferred charges related to financing fees and exchange losses on long-term debt have been written off to reflect the fair value of the assumed long-term debt and, further reduction in deferred charges were recorded for a total amount of $22.6 million;



(c)

Accrued charges increased by $40.3 million;



(d)

Future income taxes liability increased by $24.9 million; and



(e)

The $4,360.5 million excess of parent's cost over the value assigned to the net assets of the Company at the date of acquisition has been recorded as goodwill and $4,387.3 million was credited as contributed surplus.



(ii)

Goodwill impairment

The accounting requirements for goodwill under Canadian GAAP and US GAAP are similar in all material respects. However, in accordance with the transitional provisions contained in Section 3062 of the CICA Handbook, an impairment loss recognized during the financial year in which the new recommendations are initially applied is recognized as the effect of a change in accounting policy and charged to opening retained earnings, without restatement of prior periods. Under US GAAP, an impairment loss recognized as a result of transitional goodwill impairment test is recognized as the effect of a change in accounting principles in the statement of operations above the caption "net income".

(iii)

Capitalization of hook-up costs, net of amortization

Under Canadian GAAP, the costs of reconnecting subscribers, which include material, direct labor, and certain overhead charges are capitalized and depreciated over a three-year or a four-year period on a straight-line basis. Under US GAAP, these costs are expensed as incurred.

F-60

(iv)

Development and pre-operating costs

Under Canadian GAAP, certain development and pre-operating costs, which satisfy specified criteria for recoverability are deferred and amortized. Under US GAAP, these costs are expensed as incurred.

(v)

Subsidies on subscribers' equipment

Under Canadian GAAP, the costs of subsidies granted to the subscribers on the equipment sold are capitalized and amortized over a three-year period on a straight-line basis. Under US GAAP, these costs are expensed as incurred.

(vi)

Accounting for derivative instruments and hedging activities

The Company adopted, at the beginning of 2001, Statement of Financial Accounting Standards No. 133 "Accounting for Derivative Instruments and Hedging Activities" as amended (SFAS 133), which establishes accounting and reporting standards for derivative instruments and hedging activities and requires that all derivatives be recorded as either assets or liabilities in the balance sheet at fair value with changes in fair value recorded in the statement of operations unless the instrument is effective and qualifies for hedge accounting. As of the adoption date, the Company did not hold any of these instruments. Under Canadian GAAP, derivative financial instruments are accounted for on an accrual basis. Realized and unrealized gains and losses are deferred and recognized in income in the same period and in the same financial statement category as the income or expense arising from the corresponding hedged position. Furthermore, under Canadian GAAP the change in foreign exchange rate on long-term foreign currency denominated instrument is recorded either as an asset or liability when hedge accounting is used. Under US GAAP, these changes are recorded in the statement of operations.

(vii)

Income taxes

This adjustment represents the tax impact of the US GAAP adjustments. Furthermore, under Canadian GAAP, income taxes are measured using substantially enacted tax rates, while under US GAAP, measurement is based on enacted tax rates.

(viii)

Comprehensive income

Comprehensive income is presented in accordance with FAS No. 130, "Reporting Comprehensive Income". This standard defines comprehensive income as all changes in equity other than those resulting from investments by owners and distributions to owners. Other comprehensive income consists of adjustments to shareholder's equity and the accrued benefit liability, representing the excess of the accumulated pension benefit obligation as compared to the fair value of plan assets.

(ix)

Pension and postretirement benefits

The accounting requirements for pension and postretirement benefits under Canadian GAAP and US GAAP are similar in all material respects. However, under US GAAP, if the accumulated benefit obligation exceeds the fair value of a pension plan's assets, the Company is required to

F-61

recognize a minimum accrued liability equal to the unfunded accumulated benefit obligation, which is recorded as a separate component of shareholder's equity under the caption other comprehensive income.

(x)

Operating income before the undernoted

US GAAP requires that depreciation and amortization and other items be included in the determination of operating income and does not permit the disclosure of subtotals of the amounts of operating income before these items. Canadian GAAP permits the subtotals of the amounts of operating income before these items.

(xi)

Combined Statements of Cash Flows

The disclosure of a subtotal of the amount of funds provided by operations before changes in non-cash operating working capital items in the combined statement of cash flows is allowed by Canadian GAAP while it is not allowed by US GAAP.

(xii)

Recent accounting pronouncements



(a)

In Canada:

The CICA has also issued Section 1100 of the CICA Handbook, Generally Accepted Accounting principles. Section 1100 establishes standards for financial reporting in accordance with generally accepted accounting principles and it describes both what constitutes as well as the sources of Canadian GAAP. This section also provides guidance on what sources to consult when selecting accounting policies and determining appropriate disclosures when a matter is not dealt with explicitly in the primary sources of generally accepted accounting principles. Section 1100 of the CICA Handbook will come into force on January 1, 2004. In accordance with common industry practices, equipment subsidies are currently deferred and amortized over a period of three years and customer reconnection costs are capitalized and amortized over three to four years. Industry practices will no longer qualify as being acceptable under Canadian GAAP. Under the new accounting principles, equipment subsidies will in the future be accounted for as revenues for the product of sales and cost of sales for the cost of equipment and recognized in earnings at the time of the sale and customer reconnection costs will be accounted for as operating expenses when incurred. As of September 30, 2003, the net book value of the deferred charges on equipment subsidies amounted to $43.6 million and the net book value of customer reconnection costs amounted to $11.5 million. For the nine-month periods ended September 30, 2002 and 2003, income before income taxes and non-controlling interest under Canadian GAAP would have been reduced by $18.2 million and $10.6 million, respectively, if the new accounting principles had then been applied.

F-62

(b)

In the United States:

SFAS 150 accounting for certain financial instruments with characteristics of both liabilities and equities. The statement requires an issuer to classify certain freestanding financial instruments as liabilities such as:

•

A mandatorily redeemable financial instrument that embodies an unconditional obligation to redeem it by transferring assets at a specified date or upon an event that is certain to occur.



•

A financial instrument, other than an outstanding share, that, at inception, embodies an obligation to repurchase the issuer's own equity shares or is indexed to such an obligation.



•

A financial instrument that embodies an obligation that the issuer must or may settle by issuing a variable number of its equity shares, if, at inception, the monetary value of the obligation is based solely or predominantly on any of the following:



•

A fixed monetary amount known at inception



•

Variations in something other than the fair value of the issuer's equity shares



•

Variations inversely related to changes in the fair value of the issuer's equity shares

This statement is effective for all financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003.

(xiii)

Guaranteed debt

The combined information below has been presented in accordance with the requirements of the Securities and Exchange Commission for guarantor financial statements.

The Company's Senior Notes due 2014 described in note 14 will be guaranteed by specific subsidiaries of the Company (the "Subsidiary Guarantors"). The accompanying condensed combined financial information as at December 31, 2002 and September 30, 2003 and the nine-month periods ended September 30, 2002 and 2003 has been prepared in accordance with US GAAP. The information under the column headed "Combined Guarantors" is for all the Subsidiary Guarantors. Investments in the Subsidiary Guarantors are accounted for by the equity method in the separate column headed "Vidéotron Ltée". Each Subsidiary Guarantor is wholly-owned by the Company. All guarantees are full and unconditional, and joint and several (to the extent permitted by applicable law).

The main subsidiaries included under the column "Subsidiary Guarantors" are Vidéotron TVN Inc., Vidéotron (1998) Ltée and Le SuperClub Vidéotron Ltée and its subsidiary, Groupe de Divertissement SuperClub Inc.

The "Non Subsidiary Guarantors" are CF Cable TV Inc., Vidéotron (Régional) Ltée, Télé-Câble Charlevoix (1977) Inc. and Société d'Édition et de Transcodage T.E. Ltée.

Combined balance sheet

F-63

As at December 31, 2002

	Vidéotron Ltée			Subsidiary guarantors			Subsidiary non-guarantors			Adjustments and eliminations			Combined
	(in thousands of Canadian dollars)
Assets
Fixed assets	$	757,228		$	120,453		$	226,291		$	—		$	1,103,972
Goodwill		1,401,545			630,339			397,332			233,711			2,662,927
Deferred charges		23,763			502			3,274			(489	)		27,050
Investments		505,595			—			878			(493,707	)		12,766
Future income taxes		10,021			15,614			1,123			—			26,758
Cash and cash equivalents		14,710			47			1,124			—			15,881
Accounts receivable		64,965			6,254			782			—			72,001
Inventories and prepaid expenses		10,578			11,888			525			—			22,991
Amounts receivable from affiliated companies		42,632			144,363			56,932			(145,278	)		98,649
Total assets	$	2,831,037		$	929,460		$	688,261		$	(405,763	)	$	4,042,995
Liabilities
Long-term debt	$	996,577		$	71,642		$	145,260		$	(93,854	)	$	1,119,625
Retractable preferred shares		332,480			37,187			—			—			369,667
Redeemable preferred shares issued by a subsidiary company		—			7,346			—			80,000			87,346
Issued and outstanding cheques		1,015			918			12			—			1,945
Accounts payable and accrued liabilities		160,341			22,892			30,932			45			214,210
Amounts payable to a company under common control		115,089			55,755			528			(144,545	)		26,827
Deferred revenue and prepaid services		53,794			5,111			21,026			—			79,931
Future income taxes		141,502			2,210			36,707			(1,826	)		178,593
Non-controlling interest in a subsidiary		—			—			10			632			642
		1,800,798			203,061			234,475			(159,548	)		2,078,786
Shareholder's Equity
Capital shares		1			93,471			235,025			(326,894	)		1,603
Contributed surplus		3,203,881			640,094			659,660			(21,907	)		4,481,728
Deficit		(2,173,643	)		(7,166	)		(440,585	)		102,586			(2,518,808	)
Other comprehensive income		—			—			(314	)		—			(314	)
		1,030,239			726,399			453,786			(246,215	)		1,964,209
	$	2,831,037		$	929,460		$	688,261		$	(405,763	)	$	4,042,995

F-64

Combined Statement of Operations

For the nine-month period ended September 30, 2002

	Vidéotron Ltée			Subsidiary guarantors		Subsidiary non-guarantors			Adjustments and eliminations			Combined
	(in thousands of Canadian dollars)
Revenues	$	324,525		$	154,971	$	124,621		$	(21,213	)	$	582,904
Direct cost		121,283			43,421		36,408			(1,924	)		199,188
Operating and administrative expenses		136,490			56,993		46,294			(19,272	)		220,505
Depreciation and amortization		61,694			27,050		12,893			(245	)		101,392
Financial expenses		38,168			4,749		8,297			(1,195	)		50,019
Impairment of goodwill		1,558,480			—		377,520			—			1,936,000
(Loss) income before the undernoted		(1,591,590	)		22,758		(356,791	)		1,423			(1,924,200	)
Income taxes		(8,333	)		6,586		4,256			212			2,721
		(1,583,257	)		16,172		(361,047	)		1,211			(1,926,921	)
Share in the results of a company subject to significant influence		1,204			—		104			(1,308	)		—
Non-controlling interest		—			—		(89	)		(56	)		(145	)
Net (loss) income	$	(1,582,053	)	$	16,172	$	(361,032	)	$	(153	)	$	(1,927,066	)

F-65

Combined Statement of Cash Flows

For the nine-month period ended September 30, 2002

			Vidéotron Ltée			Subsidiary guarantors			Subsidiary non-guarantors			Adjustments and eliminations			Combined
			(in thousands of Canadian dollars)
Cash flows from operating activities:
	Net income (loss)		$	(1,582,053	)	$	16,172		$	(361,032	)	$	(153	)	$	(1,927,066	)
	Items not involving cash:
		Depreciation and amortization		63,556			31,140			12,863			(245	)		107,314
		Future income taxes		(9,340	)		4,268			3,564			212			(1,296	)
		Write-off of goodwill		1,558,480			—			377,520			—			1,936,000
		Gain on foreign denominated debt		—			—			(902	)		(514	)		(1,416	)
		Other		(2,764	)		823			1,166			683			(92	)
	Changes in non-cash operating working capital			25,452			(28,361	)		(26,272	)		(174	)		(29,355	)
				53,331			24,042			6,907			(191	)		84,089
Cash flows from investing activities:
	Acquisition of fixed assets			(38,156	)		(24,768	)		(9,988	)		—			(72,912	)
	Net change in deferred charges			(191	)		(22	)		—			191			(22	)
	Disposal of fixed assets			774			9,535			209			—			10,518
	Acquisition of minority interest			—			—			(800	)		—			(800	)
				(37,573	)		(15,255	)		(10,579	)		191			(63,216	)
Cash flows from financing activities:
	Repayment of long-term debt			(25,868	)		—			(3,404	)		—			(29,272	)
	Issuance of shares by a subsidiary			—			80,000			—			—			80,000
	Proceeds on disposal of a preferred share issued by an affiliated company			—			—			6,820			—			6,820
	Advances made to a company under control			—			(86,820	)		—			—			(86,820	)
	Other			—			—			(32	)		—			(32	)
				(25,868	)		(6,820	)		3,384			—			(29,304	)
Increase (decrease) in cash				(10,110	)		1,967			(288	)		—			(8,431	)
Cash and cash equivalents, beginning of period				71,039			(2,325	)		698			—			69,412
Cash and cash equivalents, end of period			$	60,929		$	(358	)	$	410		$	—		$	60,981

F-66

Combined balance sheet

As at September 30, 2003

	Vidéotron Ltée			Subsidiary guarantors		Subsidiary non-guarantors			Adjustments and eliminations			Combined
	(in thousands of Canadian dollars)
Assets
Fixed assets	$	738,878		$	85,968	$	222,336		$	—		$	1,047,182
Goodwill		1,399,532			631,239		396,843			233,711			2,661,325
Deferred charges		10,018			406		3,457			(359	)		13,522
Investments		505,361			—		1,598			(494,193	)		12,766
Future income taxes		18,893			—		—			—			18,893
Cash and cash equivalents		12			53		751			—			816
Accounts receivable		64,807			5,939		895			—			71,641
Inventories and prepaid expenses		12,423			15,516		756			—			28,695
Income taxes receivable		—			—		116			—			116
Amounts receivable from affiliated companies		7,555			125,659		78,577			(189,111	)		22,680
Total assets	$	2,757,479		$	864,780	$	705,329		$	(449,952	)	$	3,877,636
Liabilities
Long-term debt	$	929,796		$	71,441	$	128,021		$	(95,150	)	$	1,034,108
Issued and outstanding cheques		4,174			2,756		(62	)		—			6,868
Accounts payable and accrued liabilities		101,788			21,734		29,016			12			152,550
Income taxes payable		523			2,556		(603	)		—			2,476
Amounts payable to a company under common control		188,039			9,958		1,132			(189,078	)		10,051
Deferred revenue and prepaid services		51,478			18,572		20,156			—			90,206
Future income taxes		138,074			7,541		45,026			(1,424	)		189,217
Non-controlling interest in a subsidiary		—			—		10			613			623
		1,413,872			134,558		222,696			(285,027	)		1,486,099
Retractable preferred shares		—			5,631		—			—			5,631
Shareholder's Equity
Capital shares		31,311			45,027		235,025			(246,894	)		64,469
Contributed surplus		3,503,712			640,094		660,999			(21,907	)		4,782,898
Deficit		(2,191,416	)		39,470		(413,077	)		103,876			(2,461,147	)
Other comprehensive income		—			—		(314	)		—			(314	)
		1,343,607			724,591		482,633			(164,925	)		2,385,906
	$	2,757,479		$	864,780	$	705,329		$	(449,952	)	$	3,877,636

F-67

Combined Statement of Operations

For the nine-month period ended September 30, 2003

	Vidéotron Ltée			Subsidiary guarantors			Subsidiary non-guarantors			Adjustments and eliminations			Combined
	(in thousands of Canadian dollars)
Revenues	$	315,397		$	179,305		$	119,853		$	(18,778	)	$	595,777
Direct cost		120,585			28,434			35,833			(1,412	)		183,440
Operating and administrative expenses		113,587			72,172			44,109			(17,259	)		212,609
Depreciation and amortization		61,776			20,300			13,257			(237	)		95,096
Financial expenses		48,744			(11,649	)		(11,271	)		(1,498	)		24,326
(Loss) income before the undernoted		(29,295	)		70,048			37,925			1,628			80,306
Income taxes		(11,304	)		23,412			10,491			—			22,599
		(17,991	)		46,636			27,434			1,628			57,707
Share in the results of a company subject to significant influence		218			—			74			(292	)		—
Non-controlling interest											(46	)		(46	)
Net (loss) income	$	(17,773	)	$	46,636		$	27,508		$	1,290		$	57,661

F-68

Combined Statement of Cash Flows

For the nine-month period ended September 30, 2003

			Vidéotron Ltée			Subsidiary guarantors			Subsidiary non-guarantors			Adjustments and eliminations			Combined
			(in thousands of Canadian dollars)
Cash flows from operating activities:
	Net income (loss)		$	(17,773	)	$	46,636		$	27,508		$	1,290		$	57,661
	Items no involving cash:
		Depreciation and amortization		65,386			24,837			12,953			(237	)		102,939
		Future income taxes		(12,297	)		20,944			9,840			—			18,487
		Gain on foreign denominated debt		—			—			(17,214	)		(624	)		(17,838	)
		Other		(2,377	)		343			1,268			(536	)		(1,302	)
	Changes in non-cash operating working capital			22,247			(102,853	)		(25,132	)		—			(105,738	)
				55,186			(10,093	)		9,223			(107	)		54,209
Cash flows from investing activities:
	Acquisition of fixed assets			(41,320	)		(4,585	)		(9,184	)		—			(55,089	)
	Net change in deferred charges			(107	)		(60	)		—			107			(60	)
	Disposals of fixed assets			73			13,805			—			—			13,878
	Acquisition of Internet subscribers			—			(900	)		—			—			(900	)
	Other			249			—			87			(336	)		—
				(41,105	)		8,260			(9,097	)		(229	)		(42,171	)
Cash flows from financing activities:
	Repayment of long-term debt			(253,242	)		—			(25	)		—			(253,267	)
	Increase in long-term debt			85,000			—			—			—			85,000
	Recouponing fees on currency swap			(13,539	)		—			—			—			(13,539	)
	Increase in long-term intercompany loan from parent company			150,000			—			—			—			150,000
	Other			(156	)		—			(400	)		336			(220	)
				(31,937	)		—			(425	)		336			(32,026	)
Increase (decrease) in cash				(17,856	)		(1,833	)		(299	)		—			(19,988	)
Cash and cash equivalents, beginning of period				13,694			(870	)		1,112			—			13,936
Cash and cash equivalents, end of period			$	(4,162	)	$	(2,703	)	$	813		$	—		$	(6,052	)

F-69

13.   Contingencies:

In 1999, the purchaser of a business sold by the Company initiated an arbitration by which it claims an amount of $8.6 million as a reduction of the purchase price of the business. It is not possible at this stage to determine the outcome of this claim.

In November 2001, the Company terminated a sale service agreement with a supplier and is being sued for breach of contract for an amount of $4.7 million. It is not possible to determine the outcome of this claim.

On March 13, 2002, a legal action was initiated by the shareholders of a cable company against Vidéotron Ltée. They contend that Vidéotron Ltée did not respect its commitment related to a stock purchase agreement signed in August 2000. The plaintiffs are requesting compensations totalling $26.0 million. Vidéotron Ltée's management believes that this action is not justified and intends to defend its case before the Court.

In the normal course of business, the Company is a party to various claims and lawsuits. Even though the outcome of these various pending cases as at September 30, 2003 cannot be determined with certainty, the Company believes that their outcome will not have a material adverse impact on its operating results or financial position.

14.   Subsequent event:

On October 1, 2003, the Company filed articles of amendment that, inter alia, removed the provisions limiting the number of the Company's shareholders to 50 and prohibiting any distribution to the public of the Company's securities. On October 7, 2003, the Company acquired from its parent company all the outstanding shares of Le SuperClub Vidéotron Ltée and Vidéotron TVN inc. in exchange of 354,813 common shares of the Company. On October 8, 2003, the Company completed an offering of US$335 million aggregate principal amount of 6⁷/8% Senior Notes due January 15, 2014. Concurrently with this offering, the Company amended its credit facilities such that they consist of a five-year revolving credit facility of $100 million and a five-year Term loan C of $368.1 million. The net proceeds from this offering were used to repay borrowings under the Company's existing credit facility and for general corporate purposes. This refinancing caused the Company to record, in October 2003, a charge of $17.1 million related to the old financing. Also on October 8, 2003, the Company amended the $150 million subordinated loan from its parent company such that interest payable thereunder is payable in cash at the Company's option throughout the term of the loan.

F-70

Vidéotron Ltée

Offer to Exchange All Outstanding
US$335,000,000 Principal Amount of
6⁷/8% Senior Notes due January 15, 2014
for US$335,000,000 Principal Amount of
6⁷/8% Senior Notes due January 15, 2014
That Have Been Registered Under the Securities Act of 1933

PROSPECTUS
                                            , 2003

No dealer, salesperson or other person is authorized
to give any information or to represent anything not contained in this prospectus.
You must not rely on any unauthorized information or representations.

This prospectus is an offer to exchange only the old notes for the new notes
in accordance with the terms included in this prospectus, but only under circumstances
and in jurisdictions where it is lawful to do so.

The information contained in this prospectus is current only as of its date.

Until                        , 2003, all dealers that effect transactions in these securities,
whether or not participating in this offering, may be required to deliver a prospectus.
This is in addition to the dealers' obligation to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.    Indemnification of Officers and Directors.

        Each of the following summaries is qualified in its entirety by reference to the complete text of the applicable statutes, certificates of incorporation and bylaws referred to below.

        Each of Vidéotron Ltée, Vidéotron TVN inc., Le SuperClub Vidéotron ltée, Vidéotron (1998) ltée and Groupe de Divertissement SuperClub Inc. is incorporated under the laws of the Province of Québec.

        Under the Companies Act (Québec), the Registrant shall assume the defense of a director or officer prosecuted by a third person for an act done in the exercise of his duties and shall pay damages, if any, resulting from that act, unless the director or officer has committed a grievous offence or a personal offence separable from the exercise of his duties.

        However, in a penal or criminal proceeding, the Registrant shall assume only the payment of the expenses of the director or officer if he had reasonable grounds to believe that his conduct was in conformity with the law, or the payment of the expenses of the director or officer if he has been freed or acquitted.

        The Registrant shall assume the expenses of the director or officer, if, having prosecuted him for an act done in the exercise of his duties, it loses its case and the court so decides.

        If the Registrant wins its case only in part, the court may determine the amount of the expenses it shall assume.

Item 21.    Exhibits and Financial Statement Schedules.

(a)    Exhibits.

        The exhibits to this registration statement are listed in the Exhibit Index to this registration statement, which Exhibit Index is hereby incorporated by reference.

(b)   Financial Statement Schedules.

        Schedule II — Valuation and Qualifying Accounts for the three years ended December 31, 2002 is included in the registration statement as Exhibit 12.4.

Item 22.    Undertakings.

(a)

Each undersigned registrant hereby undertakes:

        (1)   to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement;

          (i)  to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

         (ii)  to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

II-1

        (iii)  to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

        (2)   that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

        (3)   to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and

        (4)   to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.

(b)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of each registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(c)

Each undersigned registrant hereby undertakes: (i) to respond to requests for information that is incorporated by referenced into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means; and (ii) to arrange for provide for a facility in the U.S. for the purpose of responding to such requests. The undertaking in subparagraph (i) above includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(d)

Each undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-2

SIGNATURES

        Pursuant to the requirements of the Securities Act, each co-registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Province of Québec, Canada on this 21^st day of November, 2003.

VIDÉOTRON LTÉE
By:	/s/  YVAN GINGRAS Name: Yvan Gingras Title: Executive Vice President, Finance and Operations
VIDÉOTRON TVN INC.
By:	/s/  RAYMOND MORISSETTE Name: Raymond Morissette Title: Vice President, Control
LE SUPERCLUB VIDÉOTRON LTÉE
By:	/s/  RAYMOND MORISSETTE Name: Raymond Morissette Title: Vice President, Control
VIDÉOTRON (1998) LTÉE
By:	/s/  YVAN GINGRAS Name: Yvan Gingras Title: Executive Vice President, Finance and Operations
GROUPE DE DIVERTISSEMENT SUPERCLUB INC.
By:	/s/  RAYMOND MORISSETTE Name: Raymond Morissette Title: Vice President, Control

II-3

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jacques Mallette, Executive Vice President and Chief Financial Officer of Vidéotron Ltée, and Yvan Gingras, Executive Vice President, Finance and Operations of Vidéotron Ltée, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities, to sign, execute and file this registration statement and any amendments (including, without limitation, post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and all documents required to be filed with respect therewith, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises in order to effectuate the same as fully to all intents and purposes as he or she might or could do if personally present, hereby ratifying and confirming all that such attorneys-in-fact and agents or his or her or their substitute or substitutes may lawfully do or cause to be done.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

VIDÉOTRON LTÉE

Name and Signature	Title	Date
/s/  ROBERT DÉPATIE Robert Dépatie	Director and President and Chief Executive Officer	November 21st, 2003
/s/  JACQUES MALLETTE Jacques Mallette	Director and Executive Vice President and Chief Financial Officer	November 21st, 2003
/s/  YVAN GINGRAS Yvan Gingras	Executive Vice President, Finance and Operations	November 21st, 2003
/s/  SERGE GOUIN Serge Gouin	Chairman of the Board of Directors and Director	November 21st, 2003
/s/  ANDRÉ BOURBONNAIS André Bourbonnais	Director	November 21st, 2003

II-4

/s/  PIERRE KARL PÉLADEAU Pierre Karl Péladeau	Director	November 21st, 2003
/s/  JEAN LA COUTURE Jean La Couture	Director	November 21st, 2003
/s/  JEAN-LOUIS MONGRAIN Jean-Louis Mongrain	Director	November 21st, 2003

VIDÉOTRON TVN INC.

Name and Signature	Title	Date
/s/  PIERRE KARL PÉLADEAU Pierre Karl Péladeau	Director, Chairman of the Board, President and Chief Executive Officer	November 21st, 2003
/s/  RAYMOND MORISSETTE Raymond Morissette	Vice President, Control	November 21st, 2003
/s/  JACQUES MALLETTE Jacques Mallette	Director	November 21st, 2003
/s/  J. SERGE SASSERVILLE J. Serge Sasseville	Director and Vice President, Legal Affairs	November 21st, 2003

LE SUPERCLUB VIDÉOTRON LTÉE

Name and Signature	Title	Date
/s/  RICHARD SOLY Richard Soly	Director and President	November 21st, 2003
/s/  RAYMOND MORISSETTE Raymond Morissette	Vice President, Control	November 21st, 2003

II-5

/s/  NATALIE LARIVIÈRE Natalie Larivière	Director	November 21st, 2003
/s/  PIERRE KARL PÉLADEAU Pierre Karl Péladeau	Director	November 21st, 2003

VIDÉOTRON (1998) LTÉE

Name and Signature	Title	Date
/s/  ROBERT DÉPATIE Robert Dépatie	Director, President and Chief Executive Officer	November 21st, 2003
/s/  JACQUES MALLETTE Jacques Mallette	Director, Executive Vice President and Chief Financial Officer	November 21st, 2003
/s/  YVAN GINGRAS Yvan Gingras	Executive Vice President, Finance and Operations	November 21st, 2003
/s/  RAYMOND MORISSETTE Raymond Morissette	Vice President, Control	November 21st, 2003
/s/  PIERRE KARL PÉLADEAU Pierre Karl Péladeau	Director	November 21st, 2003

GROUPE DE DIVERTISSEMENT SUPERCLUB INC.

Name and Signature	Title	Date
/s/  RICHARD SOLY Richard Soly	Director and President	November 21st, 2003
/s/  RAYMOND MORISSETTE Raymond Morissette	Vice President, Control	November 21st, 2003

II-6

/s/  NATALIE LARIVIÈRE Natalie Larivière	Director	November 21st, 2003
/s/  PIERRE KARL PÉLADEAU Pierre Karl Péladeau	Director	November 21st, 2003

        Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned certifies that it is the duly authorized United States representative of each co-registrant and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Province of Québec, this 21^st day of November, 2003.

Videotron Private Cable Corporation (Authorized U.S. Representative)
By:	/s/  RAYMOND MORISSETTE Name: Raymond Morissette Title: President

II-7

EXHIBIT INDEX

1.1	Purchase Agreement dated as of October 2, 2003 by and among Vidéotron Ltée, the subsidiary guarantors signatory thereto and Banc of America Securities LLC, Citigroup Global Markets Inc., RBC Dominion Securities Corporation, Scotia Capital (USA) Inc., TD Securities (USA) Inc., Harris Nesbitt Corp., Credit Suisse First Boston LLC, CIBC World Markets Corp., and NBF Securities (USA) Corp.
3.1*	Articles of Incorporation of Vidéotron Ltée (translation).
3.2*	By-laws of Vidéotron Ltée.
3.3*	Articles of Incorporation of Vidéotron TVN inc. (translation).
3.4*	By-laws of Vidéotron TVN inc.
3.5*	Articles of Incorporation of Vidéotron (1998) ltée (translation).
3.6*	By-laws of Vidéotron (1998) ltée.
3.7*	Articles of Incorporation of Le SuperClub Vidéotron ltée (translation).
3.8*	By-laws of Le SuperClub Vidéotron ltée.
3.9*	Articles of Incorporation of Groupe de Divertissement SuperClub inc. (translation).
3.10*	By-laws of Groupe de Divertissement SuperClub inc.
4.1	Form of 67/8% Senior Notes due January 15, 2014 of Vidéotron Ltée being registered pursuant to the Securities Act of 1933 (included as Exhibit A to Exhibit 4.3 below).
4.2	Form of Notation of Guarantee by the subsidiary guarantors of the 67/8% Senior Notes due January 15, 2014 of Vidéotron Ltée (included as Exhibit E to Exhibit 4.3 below).
4.3	Indenture dated as of October 8, 2003 by and among Vidéotron Ltée, the subsidiary guarantors signatory thereto and Wells Fargo Bank Minnesota, N.A., as trustee.
4.4	Registration Rights Agreement dated as of October 8, 2003 by and among Vidéotron Ltée, the subsidiary guarantors signatory thereto and Banc of America Securities LLC, Citigroup Global Markets Inc., RBC Dominion Securities Corporation, Scotia Capital (USA) Inc., TD Securities (USA) Inc., Harris Nesbitt Corp., Credit Suisse First Boston LLC, CIBC World Markets Corp., and NBF Securities (USA) Corp.
4.5	Form of 91/8% Senior Secured First Priority Notes due 2007 of CF Cable TV Inc. (incorporated by reference to Exhibit 4.2 to CF Cable TV Inc.'s Amendment No. 1 to the Registration Statement on Form F-1 dated July 6, 1995, Registration Statement No. 33-93440).
4.6	Form of Indenture dated as of July    , 1995 among CF Cable TV Inc., the guarantors signatory thereto and Chemical Bank (now named JPMorgan Chase Bank), as trustee (the "CF Cable Indenture") (incorporated by reference to Exhibit 4.1 to CF Cable TV Inc.'s Amendment No. 1 to the Registration Statement on Form F-1 dated July 6, 1995, Registration Statement No. 33-93440).
4.7	First Supplemental Indenture dated as of November 1, 1996 among CF Cable TV Inc., the guarantors signatory thereto and The Chase Manhattan Bank (formerly named Chemical Bank, now named JPMorgan Chase Bank), as trustee.
4.8	Second Supplemental Indenture dated as of October 28, 1998 among CF Cable TV Inc., the guarantors signatory thereto and The Chase Manhattan Bank (formerly named Chemical Bank, now named JPMorgan Chase Bank), as trustee.
4.9	Third Supplemental Indenture dated as of December 21, 2001 among CF Cable TV Inc., the guarantors signatory thereto and JPMorgan Chase Bank (formerly named The Chase Manhattan Bank and previously named Chemical Bank), as trustee.

4.10	Fourth Supplemental Indenture dated as of March 11, 2002 among CF Cable TV Inc., the guarantors signatory thereto and JPMorgan Chase Bank (formerly named The Chase Manhattan Bank and previously named Chemical Bank), as trustee.
4.11	Forms of Guarantee under the CF Cable Indenture (incorporated by reference to Exhibit 4.3 to CF Cable TV Inc.'s Amendment No. 1 to the Registration Statement on Form F-1, dated July 6, 1995, Registration Statement No. 33-93440).
4.12	Forms of Deed of Hypothec under the CF Cable Indenture (incorporated by reference to Exhibit 4.4 to CF Cable TV Inc.'s Amendment No. 1 to the Registration Statement on Form F-1 dated July 6, 1995, Registration Statement No. 33-93440).
4.13	Form of General Security Agreement under the CF Cable Indenture (incorporated by reference to Exhibit 4.4 to CF Cable TV Inc.'s Amendment No. 1 to the Registration Statement on Form F-1 dated July 6, 1995, Registration Statement No. 33-93440).
4.14	Form of General Assignment of Book Debts under the CF Cable Indenture (incorporated by reference to Exhibit 4.4 to CF Cable TV Inc.'s Amendment No. 1 to the Registration Statement on Form F-1 dated July 6, 1995, Registration Statement No. 33-93440).
4.15	Forms of Mortgage under the CF Cable Indenture (incorporated by reference to Exhibit 4.4 to CF Cable TV Inc.'s Amendment No. 1 to the Registration Statement on Form F-1 dated July 6, 1995, Registration Statement No. 33-93440).
4.16	Inter-Creditor Agreement made as of June 29, 2001 among Royal Bank of Canada, The Chase Manhattan Bank, CF Cable TV Inc. and the guarantors signatory thereto (the "Inter-Creditor Agreement").
5.1	Opinion of Arnold & Porter, U.S. counsel to Vidéotron Ltée, dated November 21, 2003.
5.2	Opinion of Ogilvy Renault, Canadian counsel to Vidéotron Ltée, dated November 21, 2003.
8.1	Opinion of Arnold & Porter, U.S. counsel to Vidéotron Ltée, regarding U.S. federal income tax considerations (included in Exhibit 5.1 above).
8.2	Opinion of Ogilvy Renault, Canadian counsel to Vidéotron Ltée, regarding Canadian federal income tax considerations (included in Exhibit 5.2 above).
10.1	Sixth Amending Agreement, dated as of October 8, 2003, to the Credit Agreement dated as of November 28, 2000, as amended by the First Amending Agreement dated as of January 5, 2001, a Second Amending Agreement dated as of June 29, 2001, a Third Amending Agreement dated December 12, 2001 and accepted by the Lenders as of December 21, 2001, a Fourth Amending Agreement dated as of December 23, 2002 and a Fifth Amending Agreement dated as of March 24, 2003, among Vidéotron Ltée, Royal Bank of Canada, as administrative agent, and the financial institutions signatory thereto and acknowledged by Le SuperClub Vidéotron ltée, Groupe de Divertissement SuperClub inc., Vidéotron (1998) ltée, CF Cable TV Inc., Videotron (Regional) Ltd, Télé-Câble Charlevoix (1997) inc., Vidéotron TVN inc. and Câblage QMI inc., as guarantors (the "Guarantors"), and by Quebecor Media Inc.
10.2	Form of Amended and Restated Credit Agreement (the "Credit Agreement") entered into as of November 28, 2000, as amended by a First Amending Agreement dated as of January 5, 2001, as Second Amending Agreement dated as of June 29, 2001, a Third Amending Agreement dated December 12, 2001 and accepted by the Lenders as of December 21, 2001, a Fourth Amending Agreement dated as of December 23, 2002, a Fifth Amending Agreement dated as of March 24, 2003, and a Sixth Amending Agreement dated as of October 8, 2003, among Vidéotron Ltée, Royal Bank of Canada, as administrative agent, and the financial institutions signatory thereto (included as Schedule 2 to Exhibit 10.1 above).

10.3	Form of Guarantee by the Guarantors of the Credit Agreement (incorporated by reference to Schedule D of Exhibit 10.5 to Quebecor Media Inc.'s Registration Statement on Form F-4 dated September 5, 2001, Registration Statement No. 333-13792).
10.4	Form of Share Pledge of the shares of Vidéotron Ltée and the Guarantors of the Credit Agreement (incorporated by reference to Schedule E of Exhibit 10.5 to Quebecor Media Inc.'s Registration Statement on Form F-4 dated September 5, 2001, Registration Statement No. 333-13792).
10.5	Management Services Agreement effective as of January 1, 2002 between Quebecor Media Inc. and Vidéotron Ltée.
10.6	Subordinated Loan Agreement dated as of March 24, 2003 (the "Subordinated Loan Agreement") between Quebecor Media Inc. and Vidéotron Ltée.
10.7	First Amending Agreement to the Subordinated Loan Agreement, dated as of October 8, 2003, between Quebecor Media Inc. and Vidéotron Ltée.
10.8	Lease Agreement dated November 24, 1993 between Le Groupe Vidéotron Ltée and National City Bank of Canada for the property located at 300 Viger Street East, Montreal, Province of Quebec, Canada, together with a summary thereof in the English language (incorporated by reference to Exhibit 10.3 to Quebecor Media Inc.'s Registration Statement on Form F-4 dated September 5, 2001, Registration Statement No. 333-13792).
12.1	Statement of Computation of Ratio of Earnings to Fixed Charges.
12.2	Statement of Computation of Ratio of Total Debt to EBITDA and Ratio of Total Debt (excluding QMI Subordinated Loan) to EBITDA.
12.3	Statement of Computation of Ratio of EBITDA to Cash Interest Expense.
12.4	Statement of Computation of Ratio of Pro Forma Earnings to Fixed Charges.
12.5	Schedule of Valuation and Qualifying Accounts.
21.1	Subsidiaries of Vidéotron Ltée.
23.1	Consent of KPMG LLP, dated November 21, 2003.
23.2	Consent of Arnold & Porter, U.S. counsel to Vidéotron Ltée (included in Exhibit 5.1 above).
23.3	Consent of Ogilvy Renault, Canadian counsel to Vidéotron Ltée (included in Exhibit 5.2 above).
24.1	Powers of Attorney (included on signature pages to this registration statement).
25.1	Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of Wells Fargo Bank Minnesota, N.A., as trustee, on Form T-1.
99.1	Form of Letter of Transmittal.
99.2	Form of Notice of Guaranteed Delivery.
99.3	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other nominees.
99.4	Form of Letter to Clients.
99.5	Instructions to Registered Holders from Beneficial Owners.

*

To be filed in an amendment to this Registration Statement on Form F-4.

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TABLE OF ADDITIONAL REGISTRANTS
TABLE OF CONTENTS
INDUSTRY AND MARKET DATA
ENFORCEABILITY OF CIVIL LIABILITIES
FORWARD-LOOKING STATEMENTS
PRESENTATION OF FINANCIAL INFORMATION
EXCHANGE RATES
SUMMARY
Our Business
Recent Development
Our Shareholder
The Transactions
Our Principal Executive Office
The Exchange Offer
The New Notes
Summary Combined Financial and Operating Data
RISK FACTORS
Risks Relating to the Notes
Risks Relating to Our Business
USE OF PROCEEDS
CAPITALIZATION
SELECTED COMBINED FINANCIAL AND OPERATING DATA
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
BUSINESS
MANAGEMENT
OUR SHAREHOLDER
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
DESCRIPTION OF CERTAIN INDEBTEDNESS
THE EXCHANGE OFFER
DESCRIPTION OF THE NOTES
CERTAIN TAX CONSIDERATIONS
NOTICE TO CANADIAN INVESTORS
PLAN OF DISTRIBUTION
LEGAL MATTERS
INDEPENDENT AUDITORS
WHERE YOU CAN FIND MORE INFORMATION
INDEX TO COMBINED FINANCIAL STATEMENTS
AUDITORS' REPORT
VIDÉOTRON LTÉE COMBINED STATEMENTS OF OPERATIONS Years ended December 31, 2000, 2001 and 2002 (in thousands of Canadian dollars)
VIDÉOTRON LTÉE COMBINED STATEMENTS OF SHAREHOLDER'S EQUITY Years ended December 31, 2000, 2001 and 2002 (in thousands of Canadian dollars)
VIDÉOTRON LTÉE COMBINED BALANCE SHEETS As at December 31 (in thousands of Canadian dollars)
VIDÉOTRON LTÉE NOTES TO COMBINED FINANCIAL STATEMENTS Years ended December 31, 2000, 2001 and 2002
VIDÉOTRON LTÉE Interim Combined Statements of Operations (Unaudited) Nine-month periods ended September 30, 2002 and 2003 (in thousands of Canadian dollars)
VIDÉOTRON LTÉE Interim Combined Statements of Shareholder's Equity (Unaudited) Nine-month periods ended September 30, 2002 and 2003 (in thousands of Canadian dollars)
VIDÉOTRON LTÉE Interim Combined Balance Sheets (Unaudited) As at December 31, 2002 and September 30, 2003 (in thousands of Canadian dollars)
VIDÉOTRON LTÉE Interim Combined Statements of Cash Flows (Unaudited) Nine-month periods ended September 30, 2002 and 2003 (in thousands of Canadian dollars)
VIDÉOTRON LTÉE Notes to Interim Combined Financial Statements (Unaudited) As at September 30, 2003
PART II – INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
POWER OF ATTORNEY
EXHIBIT INDEX

EX-1.1

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Exhibit 1.1

        EXECUTION COPY

Vidéotron Ltée

and

the Guarantors
listed on Schedule B hereto

        U.S.$335,000,000

        6⁷/8% Senior Notes due January 15, 2014

PURCHASE AGREEMENT

        dated October 2, 2003

Banc of America Securities LLC
Citigroup Global Markets Inc.
RBC Dominion Securities Corporation
Scotia Capital (USA) Inc.
TD Securities (USA) Inc.
Harris Nesbitt Corp.
Credit Suisse First Boston LLC
CIBC World Markets Corp.
NBF Securities (USA) Corp.

Table of Contents

SECTION 1.    Representations and Warranties			3
	(a)	No Registration Required	3
	(b)	No Integration of Offerings or General Solicitation	3
	(c)	No Solicitation in Canada	3
	(d)	Eligibility for Resale under Rule 144A	4
	(e)	The Offering Memorandum	4
	(f)	The Purchase Agreement	4
	(g)	The Registration Rights Agreement	4
	(h)	The DTC Agreement	5
	(i)	Authorization of the Securities and the Exchange Securities	5
	(j)	Authorization of the Indenture	6
	(k)	Description of the Securities, the Indenture and the Registration Rights Agreement	6
	(l)	Statements in the Offering Memorandum	6
	(m)	No Material Adverse Change	6
	(n)	Independent Accountants	7
	(o)	Preparation of the Financial Statements	7
	(p)	Material Subsidiaries	7
	(q)	Incorporation and Good Standing of the Company and its Material Subsidiaries	7
	(r)	Capitalization and Other Capital Stock Matters	8
	(s)	Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required	8
	(t)	No Material Actions or Proceedings	9
	(u)	Intellectual Property Rights	10
	(v)	All Necessary Permits, etc	10
	(w)	Communications Statutes	11
	(x)	Eligibility	11
	(y)	Employee Plans	11
	(z)	Title to Properties	12
	(aa)	Tax Law Compliance	12
	(bb)	Exchange Controls	12
	(cc)	Company Not an "Investment Company"	13
	(dd)	Insurance	13
	(ee)	Compliance with Environmental Laws	13
	(ff)	No Price Stabilization or Manipulation	14
	(gg)	Solvency	14
	(hh)	No Unlawful Contributions or Other Payments	14
	(ii)	Company's Accounting System	14
	(jj)	Amended Bank Credit Facility	15
	(kk)	Amended QMI Subordinated Loan	15
	(ll)	No Restriction on Dividends	15
	(mm)	Market Information	15
	(nn)	Regulation S	15
SECTION 2.    Purchase, Sale and Delivery of the Securities			16
	(a)	The Securities	16
	(b)	The Closing Date	16
	(c)	Delivery of the Securities	16
	(d)	Delivery of Offering Memorandum to the Initial Purchasers	17
	(e)	Initial Purchasers as Qualified Institutional Buyers	17
SECTION 3.    Additional Covenants			17
	(a)	Initial Purchasers' Review of Proposed Amendments and Supplements	17
	(b)	Amendments and Supplements to the Offering Memorandum and Other Securities Act Matters	17
	(c)	Copies of the Offering Memorandum	18
	(d)	Blue Sky Compliance	18
	(e)	Use of Proceeds	18
	(f)	The Depositary	18
	(g)	Additional Issuer Information	18
	(h)	Agreement Not To Offer or Sell Additional Securities	19
	(i)	Future Reports to the Initial Purchasers	19
	(j)	No Integration	19
	(k)	Legended Securities	20
	(l)	PORTAL	20
	(m)	Corporate Reorganization	20
	(n)	Amended Credit Facility	20
	(o)	Amended QMI Subordinated Loan	20
SECTION 4.    Payment of Expenses			20
SECTION 5.    Conditions of the Obligations of the Initial Purchasers			21
	(a)	Accountants' Comfort Letter	21
	(b)	No Material Adverse Change or Ratings Agency Change	21
	(c)	Opinions of Counsels for the Company and the Guarantors	21
	(d)	Opinions of Counsels for the Initial Purchasers	22
	(e)	Officers' Certificate	22
	(f)	Bring-down Comfort Letter	22
	(g)	PORTAL Listing	22
	(h)	Registration Rights Agreement	22
	(i)	Concurrent Transactions	23
	(j)	Amended Bank Credit Facility	23
	(k)	Amended QMI Subordinated Loan	23
	(l)	CF Cable Undertaking	23
	(m)	Securities Act (Québec) Order	23
	(n)	Additional Documents	23
SECTION 6.    Reimbursement of Initial Purchasers' Expenses			23
SECTION 7.    Offer, Sale and Resale Procedures			24
	(a)	Offers and Sales Only to Qualified Institutional Buyers and Non-U.S. Persons	24
	(b)	No General Solicitation	24
	(c)	Restrictions on Transfer	24
SECTION 8.    Indemnification.			25
	(a)	Indemnification of the Initial Purchasers	25
	(b)	Indemnification of the Company, the Guarantors and their Directors and Officers	26
	(c)	Notifications and Other Indemnification Procedures	27
	(d)	Settlements	27
SECTION 9.    Contribution			28
SECTION 10.    Termination of this Agreement			29
SECTION 11.    Representations and Indemnities to Survive Delivery			29
SECTION 12.    Notices			30
SECTION 13.    Successors			30
SECTION 14.    Partial Unenforceability			30
SECTION 15.    Governing Law Provisions			31
	(a)	Consent to Jurisdiction	31
	(b)	Waiver of Immunity	31
	(c)	Judgment Currency	31
SECTION 16.    Default of One or More of the Several Initial Purchasers			32
SECTION 17.    Tax Disclosure			32
SECTION 18.    General Provisions			33

SCHEDULE A	—	INITIAL PURCHASERS
SCHEDULE B	—	GUARANTORS
SCHEDULE C	—	MATERIAL SUBSIDIARIES
SCHEDULE D	—	LIENS AND ENCUMBRANCES
SCHEDULE E	—	SUBSIDIARIES
EXHIBIT A	—	FORM OF OPINION OF U.S. COUNSEL TO THE COMPANY AND THE GUARANTORS
EXHIBIT B	—	FORM OF OPINION OF CANADIAN COUNSEL TO THE COMPANY AND THE GUARANTORS
EXHIBIT C	—	REGISTRATION RIGHTS AGREEMENT
EXHIBIT D	—	SIXTH AMENDING AGREEMENT TO THE CREDIT AGREEMENT
ANNEX I	—	RESALE PURSUANT TO REGULATION S OR RULE 144A

i

PURCHASE AGREEMENT

        October 2, 2003

BANC OF AMERICA SECURITIES LLC
CITIGROUP GLOBAL MARKETS INC.
RBC DOMINION SECURITIES CORPORATION
SCOTIA CAPITAL (USA) INC.
TD SECURITIES (USA) INC.
HARRIS NESBITT CORP.
CREDIT SUISSE FIRST BOSTON LLC
CIBC WORLD MARKETS CORP.
NBF SECURITIES (USA) CORP.

        As Initial Purchasers
c/o BANC OF AMERICA SECURITIES LLC
9 West 57^th Street
New York, New York 10019

        Ladies and Gentlemen:

        Introductory.    Vidéotron Ltée, a company incorporated under the laws of the Province of Québec (the "Company") proposes to issue and sell to the several Initial Purchasers named in Schedule A (the "Initial Purchasers"), acting severally and not jointly, the respective amounts set forth in such Schedule A of U.S.$335,000,000 aggregate principal amount of the Company's 6⁷/8% Senior Notes due January 15, 2014 (the "Notes"). Banc of America Securities LLC, Citigroup Global Markets Inc., RBC Dominion Securities Corporation, Scotia Capital (USA) Inc., TD Securities (USA) Inc., Harris Nesbitt Corp., Credit Suisse First Boston LLC, CIBC World Markets Corp., and NBF Securities (USA) Corp. have agreed to act as the Initial Purchasers in connection with the offering and sale of the Notes.

        The Notes will be issued pursuant to an indenture, dated as of October 8, 2003 (the "Indenture"), among the Company, the Guarantors (as defined below) and Wells Fargo Bank Minnesota, N.A., as trustee (the "Trustee"). Notes issued in book-entry form will be issued in the name of Cede & Co., as nominee of The Depository Trust Company (the "Depositary") pursuant to a DTC Agreement, to be dated prior to the Closing Date (as defined in Section 2) (the "DTC Agreement"), between the Company and the Depositary.

        The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of October 8, 2003 (the "Registration Rights Agreement"), among the Company, the Guarantors and the Initial Purchasers, substantially in the form of Exhibit C, pursuant to which the Company will agree to file, within 45 days of the Closing Date, a registration statement with the U.S. Securities and Exchange Commission (the "Commission") registering the Exchange Securities (as defined below) under the U.S. Securities Act of 1933, as amended (the "Securities Act," which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

        The payment of principal of, premium, Additional Amounts (as defined in the Indenture) and Special Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes (as defined below) will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by the guarantors listed on Schedule B to this Agreement (collectively, the "Guarantors", however, with respect to any representation, warranty or agreement given as of the Closing Date, "Guarantors" shall include the guarantors listed on Schedule B to this Agreement and any subsidiary of the Company formed or acquired on or prior to the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns), pursuant to their guarantees of the Notes and the Exchange Notes (the "Guarantees"). The Notes and the Guarantees attached thereto are herein collectively referred to as the "Securities"; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the "Exchange Securities".

        As described in the Offering Memorandum (as defined below), the proceeds of the offering of the Securities will be used to repay borrowings under the Company's existing Credit Agreement (as defined in Section 1(s)). On or prior to the Closing Date, the Company will enter into an amendment to the Credit Agreement (the "Amended Bank Credit Facility") and an amendment to the Subordinated Loan (the "Amended QMI Subordinated Loan") dated as of March 24, 2003 between the Company and Quebecor Media Inc. (the "QMI Subordinated Loan").

        On or prior to the Closing Date, the Company will effect a reorganization (the "Reorganization") whereby Vidéotron TVN Inc. and Le Superclub Vidéotron ltée will become wholly-owned subsidiaries of the Company. In this Agreement, the term "subsidiary," when used in reference to the Company, includes Vidéotron TVN Inc. and Le Superclub Vidéotron ltée.

        As described in the Offering Memorandum, CF Cable TV Inc., Videotron (Regional) Ltd. and Télé-Câble Charlevoix (1977) Inc. (the "Additional Guarantors") and their respective subsidiaries on or prior to the Closing Date will undertake to execute a guarantee in accordance with the terms of the Indenture on such date when CF Cable TV Inc.'s 9.125% Senior Secured First Priority Notes due 2007 (the "CF Cable Notes") are no longer outstanding.

        The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Offering Memorandum (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the "Subsequent Purchasers") at any time after the date of this Agreement. The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Commission under the Securities Act in reliance upon exemptions therefrom. The terms of the Securities and the Indenture will require that investors that acquire Securities expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A ("Rule 144A") or Regulation S ("Regulation S") thereunder).

        The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated September 24, 2003 (the "Preliminary Offering Memorandum"), and has prepared and will deliver to each Initial Purchaser, copies of the Offering Memorandum, dated October 2, 2003, describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. As used herein, the "Offering Memorandum" shall mean, with respect to any date or time referred to in this Agreement, the Company's Offering Memorandum, dated October 2, 2003, including the financial statements and notes thereto, any amendments or supplements thereto, and any exhibits thereto, in the most recent form that has been prepared and delivered by the Company to the Initial Purchasers in connection with their solicitation of offers to purchase Securities. Further, any reference to the Preliminary Offering Memorandum or the Offering Memorandum shall be deemed to refer to and include any Additional Issuer Information (as defined in Section 3) furnished by the Company prior to the completion of the distribution of the Securities.

2

        The Company and the Guarantors hereby confirm their respective agreements with the Initial Purchasers as follows:

SECTION 1.    Representations and Warranties. The Company and each of the Guarantors, jointly and severally, hereby represent, warrant and covenant to each Initial Purchaser as follows:

        (a)   No Registration Required.    Subject to obtaining the order referred to in Section 5(m) hereof, and compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act, to qualify, by prospectus or otherwise, the distribution of the Securities under the securities laws of any jurisdiction in Canada, including without limitation the Securities Act (Québec) and the rules and regulations thereunder, or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the U.S. Trust Indenture Act of 1939 (the "Trust Indenture Act," which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

        (b)   No Integration of Offerings or General Solicitation.    Each of the Company and the Guarantors has not, directly or indirectly, solicited any offer to buy or offered to sell, and will not, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the Guarantors, their respective affiliates (as such term is defined in Rule 501 under the Securities Act (each, an "Affiliate")), or any person acting on any of their behalf (other than the Initial Purchasers, as to whom the Company and the Guarantors make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, the Guarantors, their respective Affiliates or any person acting on their behalf (other than the Initial Purchasers, as to whom the Company and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company, the Guarantors and their respective Affiliates and any person acting on their behalf (other than the Initial Purchasers, as to whom the Company and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

        (c)   No Solicitation in Canada.    Neither the Company, nor any person acting on its behalf, has, directly or indirectly, (i) made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the distribution of the Securities in any Canadian province to be qualified by a prospectus filed in accordance with the securities laws, and the regulations thereunder, of, and the applicable published rules, policy statements, blanket orders and notices of the securities regulatory authorities in, such province (the "Canadian Securities Laws") or (ii) has engaged in any advertisement of the Securities in any printed media of general and regular paid circulation, radio or television or any other form of advertising in connection with the offer and sale of the Securities in such province.

3

        (d)   Eligibility for Resale under Rule 144A.    The Securities are eligible for resale pursuant to Rule 144A (d)(3) and 144A (d)(4) and will not be, at the Closing Date, of the same class as securities listed on a national securities exchange registered under Section 6 of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act," which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) or quoted in a U.S. automated interdealer quotation system.

        (e)   The Offering Memorandum.    The Offering Memorandum does not, and at the Closing Date will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of any Initial Purchaser through Banc of America Securities LLC expressly for use in the Offering Memorandum. Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its date, contains all the information specified in, and meeting the requirements of, Rule 144A. Neither the Company nor any Guarantor has distributed or will distribute, prior to the later of the Closing Date and the completion of the Initial Purchasers' distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than the Preliminary Offering Memorandum or the Offering Memorandum.

        (f)    The Purchase Agreement.    This Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company and each Guarantor, enforceable in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

        (g)   The Registration Rights Agreement.    At the Closing Date, the Registration Rights Agreement will be duly authorized, executed and delivered by, and will be a valid and binding agreement of, the Company and each of the Guarantors, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and except as rights to indemnification under the Registration Rights Agreement may be limited by applicable law. Pursuant to the Registration Rights Agreement, the Company and the Guarantors will agree to file with the Commission, under the circumstances set forth therein, (i) a registration statement under the Securities Act relating to another series of debt securities of the Company with terms substantially identical to the Notes (the "Exchange Notes") to be offered in exchange for the Notes (the "Exchange Offer"); and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use their best efforts to cause such registration statements to be declared effective.

4

        (h)   The DTC Agreement.    At the Closing Date, the DTC Agreement will be duly authorized, executed and delivered by, and will be a valid and binding agreement of, the Company, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

        (i)    Authorization of the Securities and the Exchange Securities.    (i) The Notes to be purchased by the Initial Purchasers from the Company are in the form contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Date, will have been duly executed by the Company and, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture; (ii) the Exchange Notes have been duly and validly authorized for issuance by the Company, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws relating to or affecting enforcement of the rights and remedies of creditors or by general principles of equity and will be entitled to the benefits of the Indenture; (iii) the Guarantees of the Notes and the Exchange Notes are in the respective forms contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Date, will have been duly executed by each of the Guarantors and, when the Notes have been authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Guarantors, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture; and (iv) the form of global certificate representing the Notes has been duly approved and adopted by the Company and complies with the provisions of the Companies Act (Québec) relating thereto.

        (j)    Authorization of the Indenture.    The Indenture has been duly authorized by the Company and each Guarantor and, at the Closing Date, will have been duly executed and delivered by the Company and each Guarantor and will constitute a valid and binding agreement of the Company and each Guarantor, enforceable against the Company and each Guarantor in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. The Indenture complies with all applicable provisions of the Canadian Securities Laws and no registration, filing or recording of the Indenture under the laws of Canada or any province or territory thereof is necessary in order to preserve or protect the validity or enforceability of the Indenture or the Securities issued thereunder.

5

        (k)   Description of the Securities, the Indenture and the Registration Rights Agreement.    The Notes, the Exchange Notes, the Guarantees of the Notes, the Guarantees of the Exchange Notes, the Indenture and the Registration Rights Agreement will conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum.

        (l)    Statements in the Offering Memorandum.    The statements in the Offering Memorandum under the captions, "Enforcement of Civil Liabilities," "Risk Factors — Risks Relating to Our Business — We are subject to extensive government regulation. Changes in government regulation could adversely affect our business, financial condition or results of operations.", "Risk Factors — Risks Relating to Our Business — We are required to provide third-party Internet service providers with access to our cable systems, which may result in increased competition.", "Risk Factors — Risks Relating to Our Business — We have to support increasing costs in securing access to support structures needed for our network.", "Description of Certain Indebtedness," "Description of the Notes," "Business — Regulation," "Business — Canadian Broadcast Distribution (Cable Television)," "Business — Intellectual Property," "Business — Legal Proceedings," "Certain Relationships and Related Transactions," and "Tax Considerations," insofar as such statements constitute matters of law, summaries of legal matters, documents or legal proceedings, or legal conclusions, fairly present and summarize, in all material respects, the matters referred to therein.

        (m)  No Material Adverse Change.    Except as otherwise disclosed in the Offering Memorandum, subsequent to the respective dates as of which information is given in the Offering Memorandum: (i) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (any such change is called a "Material Adverse Change"); (ii) the Company and its subsidiaries, considered as one entity, have not incurred any material liability or obligation, indirect, direct or contingent, not in the ordinary course of business nor entered into any material transaction or agreement not in the ordinary course of business; and (iii) there has been no dividend or distribution of any kind declared, paid or made by the Company or, except for dividends paid to the Company or other subsidiaries, any of its subsidiaries on any class of capital stock or repurchase or redemption by the Company or any of its subsidiaries of any class of capital stock.

        (n)   Independent Accountants.    KPMG LLP, who have expressed their opinion with respect to the financial statements (which term as used in this Agreement includes the related notes thereto) of the Company and its subsidiaries included in the Offering Memorandum are independent public or certified public accountants within the meaning of Regulation S-X under the Securities Act and the Exchange Act.

        (o)   Preparation of the Financial Statements.    The combined financial statements, together with the related schedules and notes, included in the Offering Memorandum present fairly the financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in Canada applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto and have been reconciled to generally accepted accounting principles as applied in the United States in accordance with Item 18 of Form 20-F under the Exchange Act. The financial data set forth in the Offering Memorandum under the captions "Summary — Summary Combined Financial and Operating Data" and "Selected Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Offering Memorandum.

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        (p)   Material Subsidiaries.    The subsidiaries of the Company listed on Schedule C hereto (the "Material Subsidiaries") include all of the (i) "significant subsidiaries" of the Company (as such term is defined in Rule 1-02 of Regulation S-X under the Securities Act), and (ii) subsidiaries otherwise material to the assets and operations of the Company. The Company's other subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" and are not otherwise material to the assets and operations of the Company.

        (q)   Incorporation and Good Standing of the Company and its Material Subsidiaries.    Each of the Company, each Material Subsidiary and Groupe de Divertissement SuperClub inc. ("GDS") has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and, in the case of the Company and each Guarantor to enter into and perform its obligations under each of this Agreement, the Registration Rights Agreement, the DTC Agreement (in the case of the Company only), the Securities, the Exchange Securities and the Indenture. Each of the Company and each Material Subsidiary is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock of each Material Subsidiary of the Company has been duly authorized and validly issued, is fully paid and nonassessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim, other than as set forth in Schedule D hereto. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries and other entities listed in Schedule E hereto.

        (r)   Capitalization and Other Capital Stock Matters.    At June 30, 2003, on a consolidated basis, after giving pro forma effect to the issuance and sale of the Securities pursuant hereto, the Company would have an authorized and outstanding capitalization as set forth in the Offering Memorandum under the column marked "As Adjusted" under the caption "Capitalization" (other than for subsequent issuances of capital stock, if any, pursuant to employee benefit plans described in the Offering Memorandum or upon exercise of outstanding options described in the Offering Memorandum). All of the outstanding common shares of the Company (the "Common Shares") have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with applicable federal, state or provincial securities laws. None of the outstanding Common Shares were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Offering Memorandum. The description of Quebecor Media Inc.'s Stock Option Plan and the options or other rights granted thereunder, set forth in the Offering Memorandum, accurately and fairly describes such plan, arrangement, options and rights.

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        (s)   Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required.    (i) Neither the Company, any of its Material Subsidiaries nor GDS is in violation of its charter or by-laws or any law, administrative regulation or administrative or court decree applicable to the Company, any Material Subsidiary or GDS or (ii) neither the Company nor any of its subsidiaries is in default (or, with the giving of notice or lapse of time, would be in default) ("Default") under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's Credit Agreement, dated as of November 28, 2000, with RBC Dominion Securities Inc., Royal Bank of Canada and the Co-arrangers and lenders thereto, together with the Amending Agreement dated as of March 31, 2001, the Second Amending Agreement dated as of June 29, 2001, and the Third Amending Agreement dated as of December 21, 2001, the Fourth Amending Agreement dated as of December 23, 2001, the Fifth Amending Agreement dated as of March 24, 2003, and the Sixth Amending Agreement, assuming such agreement is executed substantially in the form set forth in Exhibit D hereto on or prior to the Closing Date (the "Credit Agreement"), the QMI Subordinated Loan, the Senior Note Indenture and Senior Discount Note Indenture, both dated as of July 6, 2001, by and between Quebecor Media Inc. and National City Bank, as trustee (the "QMI Indentures"), Quebecor Media Inc.'s Credit Agreement, dated as of June 29, 2001, with RBC Dominion Securities Inc., Royal Bank of Canada and the Co-arrangers and lenders thereto, and the Indenture dated as of July 11, 1995, by and between CF Cable TV Inc. and Chemical Bank, as trustee, together with the First Supplemental Indenture thereto, dated as of November 1, 1996, the Second Supplemental Indenture thereto, dated as of October 28, 1998, the Third Supplemental Indenture thereto, dated as of December 21, 2001 and the Fourth Supplemental Indenture thereto dated as of March 11, 2002 (the "CF Cable Indenture")) or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an "Existing Instrument"), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company's and each Guarantor's execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement (in the case of the Company only) and the Indenture, and the issuance and delivery of the Securities or the Exchange Securities, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum have been duly authorized by all necessary corporate action and (i) will not result in any violation of the provisions of the charter or by-laws of the Company, any Material Subsidiary or GDS, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary, except for such violations as would not, individually or in the aggregate, result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company's or each Guarantor's execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement (in the case of the Company only) or the Indenture, or the issuance and delivery of the Securities or the Exchange Securities, or consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum, except (i) such as may be required by Canadian Securities Laws and federal and state securities laws with respect to the Company's and the Guarantors' obligations under the Registration Rights Agreement, (ii) for filings, registrations and recordings which have been made and the filing of certain notices and the payment of filing fees required by Canadian Securities Laws and (iii) for an order to be received from the Quebec Securities Commission under Section 12 of the Securities Act (Quebec). As used herein, a "Debt Repayment Triggering Event" means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, each Guarantor or any of their respective subsidiaries.

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        (t)    No Material Actions or Proceedings.    Except as otherwise disclosed in the Offering Memorandum, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company's and each Guarantor's knowledge, (i) threatened against or affecting the Company or any of its subsidiaries, or (ii) which have as the subject thereof any property owned or leased by, the Company or any of its subsidiaries, where in any such case there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. The Company has not received notice of any securities commission orders or cease trade orders with respect to any securities of the Company or any of its subsidiaries. No labor dispute with the employees of the Company or any of its Material Subsidiaries, exists or, to the best of the Company's and each Guarantor's knowledge, is threatened or imminent that could reasonably be expected to result in a Material Adverse Change.

        (u)   Intellectual Property Rights.    Except as disclosed in the Offering Memorandum, the Company and its Material Subsidiaries own or possess sufficient trademarks, trade names, patent rights, copyrights, licenses, approvals, trade secrets and other similar rights (collectively, "Intellectual Property Rights") reasonably necessary to conduct their businesses as now conducted; and the expected expiration of any of such Intellectual Property Rights would not result in a Material Adverse Change. Except as disclosed in the Offering Memorandum, neither the Company nor any of its Material Subsidiaries has received any notice of infringement or conflict with asserted Intellectual Property Rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Change.

        (v)   All Necessary Permits, etc.    The Company and each Material Subsidiary possesses such valid and current certificates, licenses, authorizations or permits issued by the appropriate regulatory agencies or bodies necessary to conduct their respective businesses, including any certificates, licenses, authorizations and permits required pursuant to the Broadcasting Act (Canada), the Telecommunications Act (Canada) and the Radiocommunication Act (Canada) or other statutes of Canada specifically relating to the regulation of either or both of the Canadian cable television and/or telecommunications industries and the orders, rules, regulations and directions promulgated pursuant to such statutes, including the Broadcasting Distribution Regulations, 1998, and the orders, rules, regulations and directions promulgated thereunder (collectively, the "Communications Statutes"), neither the Company nor any Material Subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, license, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change and neither the Company nor any Material Subsidiary is in default or violation of any such certificate, license, authorization or permit (except where such default or violation is not reasonably likely, individually or in the aggregate to result in a Material Adverse Change), and the Company's and each Guarantor's execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement (in the case of the Company only) and the Indenture, and the issuance and delivery of the Securities or the Exchange Securities, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum do not and will not conflict with, or result in a breach of any of the terms or provisions of, or constitute a default under, any of such certificate, license, authorization or permit, including terms or provisions thereof relating to the maintenance of specified levels of Canadian ownership, and except as disclosed in the Offering Memorandum, to the knowledge of the Company and the Guarantors, there is no threatened or pending change in any law, rule or regulation referred to above that is reasonably likely, individually or in the aggregate, could result in a Material Adverse Change.

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        (w)  Communications Statutes.    The Company does not know of any Communications Statutes, or any pending or threatened legal or governmental proceedings by or before any court or judicial or administrative board or tribunal or any governmental body with respect to the regulation of the Canadian cable television or telecommunications industries, material and adverse to the operation of the business of the Company and its subsidiaries, considered as one enterprise, that are not described or referred to in the Offering Memorandum. Except as disclosed in the Offering Memorandum, to the Company's knowledge, there is no threatened or pending change in the Communications Statutes that could result in a Material Adverse Change. All material aspects of the regulation of the cable television and telecommunications industries as they pertain to the businesses of the Company and its subsidiaries described in the Offering Memorandum are subject to the exclusive constitutional jurisdiction of the Parliament of Canada and hence are governed by the laws of Canada.

        (x)   Eligibility.    Each of the Company and its subsidiaries is Canadian within the meaning of the Direction to the CRTC (Ineligibility of Non-Canadians), and is eligible under the Direction to be issued broadcasting licenses pursuant to the Broadcasting Act (Canada) and to receive amendments and renewals thereto.

        (y)   Employee Plans.    All of the Employee Plans (as defined below) are and have been established, registered, qualified, invested and administered, in all material respects, in accordance with their terms and all laws, including all tax laws where same is required for preferential tax treatment; to the knowledge of the Company and each Guarantor, no fact or circumstance exists that could adversely affect the preferential tax treatment ordinarily accorded to any such Employee Plan; all obligations regarding the Employee Plans have been satisfied, there are no outstanding defaults or violations by any party to any Employee Plan and no taxes, penalties or fees are owing or exigible under or in respect of any of the Employee Plans; to the knowledge of the Company, no Employee Plan is subject to any pending investigation, examination or other proceeding, action or claim initiated by any governmental entity or by any other person (other than routine claims for benefits); all contributions or premiums required to be paid by the Company under the terms of each Employee Plan or by law have been made in a timely fashion in accordance with law and the terms of the Employee Plans; the Company does not have any liability (other than liabilities accruing after the date hereof) with respect to any of the Employee Plans; contributions or premiums for the period up to the date hereof have been paid by the Company, Quebecor Media Inc. and/or Quebecor Inc., as applicable; and each Employee Plan which is a funded plan is fully funded as of the date hereof on both a going concern and a solvency basis pursuant to the actuarial assumptions and methodology utilized in the most recent actuarial valuation therefor, except for the pension plan for executives and non-unionized personnel, which has a deficit of approximately $1.8 million on a solvency basis as of December 31, 2002. As used herein, "Employee Plans" means all the employee benefit, fringe benefit, supplemental unemployment benefit, bonus, incentive, profit sharing, termination, change of control, pension, retirement, stock option, stock purchase, stock appreciation, phantom stock, health, welfare, medical, dental, disability, life insurance and similar plans, programmes, arrangements or practices relating to current or former employees, officers or directors of the Company or any Material Subsidiary maintained, sponsored or funded by Quebecor Inc., Quebecor Media Inc., the Company or any Material Subsidiary, whether written or oral, funded or unfunded, insured or self-insured, registered or unregistered, other than government-sponsored employment insurance, workers' compensation, health insurance or pension plans.

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        (z)   Title to Properties.    Except as disclosed in the Offering Memorandum, the Company, each of its Material Subsidiaries and GDS has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1 above (or elsewhere in the Offering Memorandum), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except as set forth on Schedule D hereto and except for any other security interests, mortgages, liens, encumbrances, equities, claims and other defects that do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company, such Material Subsidiary or GDS. The real property, improvements, equipment and personal property held under lease by the Company, any Material Subsidiary or GDS are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company, such Material Subsidiary or GDS.

        (aa) Tax Law Compliance.    The Company and each of its Material Subsidiaries have filed all material federal, provincial, territorial, state and foreign income and franchise tax returns or have properly requested extensions thereof and have paid all material taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them except as may be being contested in good faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1 above in respect of all federal, provincial, territorial, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined.

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        (bb) Exchange Controls.    Except as disclosed in the Offering Memorandum, under current laws and regulations of Canada and any political subdivision thereof, all interest, principal, premium, if any, and other payments due or made on the Securities and the Exchange Securities may be paid by the Company to the holder thereof in United States dollars that may be converted into foreign currency and freely transferred out of Canada and all such payments made to holders thereof who are or deemed to be non-residents of Canada for the purposes of the Income Tax Act (Canada) (other than holders who (i) use or hold, or are deemed to use or hold, the Securities and the Exchange Securities in the course of carrying on a business in Canada, (ii) are persons who carry on an insurance business in Canada and elsewhere or an authorized foreign bank in Canada, or (iii) who do not deal at arm's-length with the Company) will not be subject to income, withholding or other taxes under laws and regulations of Canada or any political subdivision or taxing authority thereof or therein and will otherwise be free and clear of any other tax, duty, withholding or deduction in Canada or any political subdivision or taxing authority thereof or therein and without the necessity of obtaining any governmental authorization in Canada or any political subdivision or taxing authority thereof or therein.

        (cc) Company Not an "Investment Company".    The Company has been advised of the rules and requirements under the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"). The Company is not, and after receipt of payment for the Notes will not be, an "investment company" within the meaning of the Investment Company Act and will conduct its business in a manner so that it will not become subject to the Investment Company Act while any Securities remain outstanding.

        (dd) Insurance.    Each of the Company and its Material Subsidiaries are insured by recognized, financially sound institutions with policies in such amounts and with such deductibles and covering such risks as are generally deemed adequate and customary for their businesses including, but not limited to, policies covering real and personal property owned or leased by the Company and its Material Subsidiaries against theft, damage, destruction, acts of vandalism and earthquakes. The Company has no reason to believe that it or any Material Subsidiary will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a Material Adverse Change. Neither of the Company nor any Material Subsidiary has been denied any insurance coverage which it has sought or for which it has applied.

        (ee) Compliance with Environmental Laws.    Except as otherwise disclosed in the Offering Memorandum or as would not, individually or in the aggregate, result in a Material Adverse Change (i) neither the Company nor any of its Material Subsidiaries is in violation of any federal, provincial, territorial, state, local or foreign law or regulation relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including without limitation, laws and regulations relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum and petroleum products (collectively, "Materials of Environmental Concern"), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern (collectively, "Environmental Laws"), which violation includes, but is not limited to, noncompliance with any permits or other governmental authorizations required for the operation of the business of the Company or its Material Subsidiaries under applicable Environmental Laws, or noncompliance with the terms and conditions thereof, nor has the Company or any of its Material Subsidiaries received any written communication, whether from a governmental authority, citizens group, employee or otherwise, that alleges that the Company or any of its Material Subsidiaries is in violation of any Environmental Law; (ii) there is no claim, action or cause of action filed with a court or governmental authority, no investigation with respect to which the Company has received written notice, and no written notice by any person or entity alleging potential liability for investigatory costs, cleanup costs, governmental responses costs, natural resources damages, property damages, personal injuries, attorneys' fees or penalties arising out of, based on or resulting from the presence, or release into the environment, of any Material of Environmental Concern at any location owned, leased or operated by the Company or any of its Material Subsidiaries, now or in the past (collectively, "Environmental Claims"), pending or, to the best of the Company's or any Guarantor's knowledge, threatened against the Company or any of its Material Subsidiaries or any person or entity whose liability for any Environmental Claim the Company or any of its Material Subsidiaries has retained or assumed either contractually or by operation of law; and (iii) to the best of the Company's or any Guarantor's knowledge, there are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge, presence or disposal of any Material of Environmental Concern, that reasonably could result in a violation of any Environmental Law or form the basis of a potential Environmental Claim against the Company or any of its Material Subsidiaries or against any person or entity whose liability for any Environmental Claim the Company or any of its Material Subsidiaries has retained or assumed either contractually or by operation of law.

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        (ff)  No Price Stabilization or Manipulation.    Neither the Company nor any Guarantor has taken nor will take, directly or indirectly, any action designed to or that might be reasonably expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

        (gg) Solvency.    The Company and each Guarantor is, and immediately after the Closing Date will be, Solvent. As used herein, the term "Solvent" means, with respect to the Company and each Guarantor on a particular date, that on such date (i) the fair market value of its assets is greater than the total amount of its liabilities (including contingent liabilities), (ii) the present fair salable value of its assets is greater than the amount that will be required to pay the probable liabilities on its debts as they become absolute and matured, (iii) it is able to realize upon its assets and pay its debts and other liabilities, including contingent obligations, as they mature and (iv) it does not have unreasonably small capital.

        (hh) No Unlawful Contributions or Other Payments.    Neither the Company nor any of its Material Subsidiaries nor, to the best of the Company's or any Guarantor's knowledge, any employee or agent of the Company or any subsidiary, has made any contribution or other payment to any official of, or candidate for, any federal, state, provincial or foreign office in violation of any law or of the character necessary to be disclosed in the Offering Memorandum in order to make the statements therein not misleading.

        (ii)   Company's Accounting System.    The Company maintains a system of accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles as applied in Canada and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

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        (jj)   Amended Bank Credit Facility.    The Amended Bank Credit Facility has been duly and validly authorized, and, at the Closing Date, will have been duly executed and delivered by the Company, and will constitute a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

        (kk) Amended QMI Subordinated Loan.    The Amended QMI Subordinated Loan has been duly and validly authorized, and, at the Closing Date, will have been duly executed and delivered by the Company, and will constitute a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

        (ll)   No Restriction on Dividends.    No subsidiary of the Company is currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such subsidiary's capital stock, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary's properties or assets to the Company or any other subsidiary of the Company, except pursuant to the terms and conditions of the Credit Agreement and the CF Cable Indenture.

        (mm) Market Information.    Any statistical and market-related data included in the Offering Memorandum are based on or derived from sources that the Company believes to be reliable and accurate and the Company is authorized to use such data in the Offering Memorandum.

        (nn) Regulation S.    (i) There is no substantial U.S. market interest (as defined in Rule 902 under the Securities Act) in any debt security of the Company or any Guarantor; and (ii) each of the Company and the Guarantors is a "foreign issuer," as defined in Rule 902 under the Securities Act.

        Any certificate signed by an officer of the Company or any Guarantor and delivered to the Initial Purchasers or to counsel for the Initial Purchasers shall be deemed to be a representation and warranty by the Company or such Guarantor to each Initial Purchaser as to the matters set forth therein.

SECTION 2.    Purchase, Sale and Delivery of the Securities.

        (a)   The Securities.    The Company agrees to issue and sell to the several Initial Purchasers, severally and not jointly, all of the Securities upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Initial Purchasers agree, severally and not jointly, to purchase from the Company the aggregate principal amount of Securities set forth opposite their names on Schedule A, at the offering price set forth on the cover of the Offering Memorandum payable on the Closing Date. As compensation for the services rendered by the Initial Purchasers to the Company in respect of the issuance and sale of the Securities, the Company will pay to the Initial Purchasers a commission of 1.6975% of the principal amount thereof sold to the Initial Purchasers under this Agreement. All payments to be made by the Company to the Initial Purchasers as compensation for the services rendered by the Initial Purchasers to the Company in respect of the issuance and sale of the Securities hereunder shall be made without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever.

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        (b)   The Closing Date.    Delivery of certificates for the Securities in definitive form to be purchased by the Initial Purchasers and payment therefor shall be made at the offices of Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York 10022 (or such other place as may be agreed to by the Company and the Initial Purchasers) at 9:00 a.m. New York City time, on October 8, 2003, which date and time may be postponed by agreement between the Company and the Initial Purchasers or as provided in Section 16 hereof (the time and date of such closing are called the "Closing Date"). The Company hereby acknowledges that circumstances under which the Initial Purchasers may request to postpone the Closing Date as originally scheduled include, without limitation, any determination by the Company or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16.

        (c)   Delivery of the Securities.    The Company shall deliver, or cause to be delivered, to Banc of America Securities LLC for the accounts of the several Initial Purchasers certificates for the Securities at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The certificates for the Securities shall be in such denominations and registered in the name of Cede & Co., as nominee of the Depositary, pursuant to the DTC Agreement, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Initial Purchasers.

        (d)   Delivery of Offering Memorandum to the Initial Purchasers.    Not later than 12:00 p.m. on the second business day following the date of this Agreement, the Company shall deliver or cause to be delivered copies of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably request.

        (e)   Initial Purchasers as Qualified Institutional Buyers.    Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Company that it is a "qualified institutional buyer" within the meaning of Rule 144A (a "Qualified Institutional Buyer").

SECTION 3.    Additional Covenants.    The Company, and as applicable, each of the Guarantors, jointly and severally further covenant and agree with each Initial Purchaser as follows:

        (a)   Initial Purchasers' Review of Proposed Amendments and Supplements.    Prior to amending or supplementing the Offering Memorandum, the Company shall furnish to the Initial Purchasers for review a copy of each such proposed amendment or supplement, and the Company shall not use any such proposed amendment or supplement to which the Initial Purchasers reasonably object.

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        (b)   Amendments and Supplements to the Offering Memorandum and Other Securities Act Matters.    If, prior to the completion of the placement of the Securities by the Initial Purchasers with the Subsequent Purchasers, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Offering Memorandum in order to make the statements therein, in the light of the circumstances when the Offering Memorandum is delivered to a purchaser, not misleading, or if in the opinion of the Initial Purchasers or counsel for the Initial Purchasers it is otherwise necessary to amend or supplement the Offering Memorandum to comply with law, the Company agrees to promptly prepare (subject to Section 3(a) hereof), and furnish at its own expense to the Initial Purchasers, amendments or supplements to the Offering Memorandum so that the statements in the Offering Memorandum as so amended or supplemented will not, in the light of the circumstances when the Offering Memorandum is delivered to a purchaser, be misleading or so that the Offering Memorandum, as amended or supplemented, will comply with law.

        Following the consummation of the Exchange Offer or the effectiveness of an applicable shelf registration statement and for so long as the Securities are outstanding if, in the reasonable judgment of the Initial Purchasers, the Initial Purchasers or any of their affiliates (as such term is defined in the rules and regulations under the Securities Act) are required to deliver a prospectus in connection with sales of, or market-making activities with respect to, such securities, to periodically amend the applicable registration statement so that the information contained therein complies with the requirements of Section 10 of the Securities Act, to amend the applicable registration statement or supplement the related prospectus or the documents incorporated therein when necessary to reflect any material changes in the information provided therein so that the registration statement and the prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing as of the date the prospectus is so delivered, not misleading and to provide the Initial Purchasers with copies of each amendment or supplement filed and such other documents as the Initial Purchasers may reasonably request.

        The Company and each Guarantor hereby expressly acknowledge that the indemnification and contribution provisions of Sections 8 and 9 hereof are specifically applicable and relate to each offering memorandum, registration statement, prospectus, amendment or supplement referred to in this Section 3.

        (c)   Copies of the Offering Memorandum.    The Company agrees to furnish to the Initial Purchasers, without charge, as many copies of the Offering Memorandum and any amendments and supplements thereto as they shall have reasonably requested.

        (d)   Blue Sky Compliance.    The Company and each Guarantor shall cooperate with the Initial Purchasers and counsel for the Initial Purchasers to qualify or register the Securities for sale under (or obtain exemptions from the application of) the Blue Sky or state securities laws of those jurisdictions designated by the Initial Purchasers, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Securities. Neither the Company nor any Guarantor shall be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Initial Purchasers promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

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        (e)   Use of Proceeds.    The Company shall apply the net proceeds from the sale of the Securities sold by it in the manner described under the caption "Use of Proceeds" in the Offering Memorandum.

        (f)    The Depositary.    The Company will cooperate with the Initial Purchasers and use its best efforts to permit the Securities to be eligible for clearance and settlement through the facilities of the Depositary.

        (g)   Additional Issuer Information.    Prior to the completion of the placement of the Securities by the Initial Purchasers with the Subsequent Purchasers, the Company shall file, on a timely basis, with the Commission all reports and documents required to be filed under Section 13 or 15 of the Exchange Act. Additionally, so long as any of the Securities are "restricted securities" within the meaning of Rule 144(a)(3), at any time when the Company is not subject to Section 13 or 15 of the Exchange Act, for the benefit of holders and beneficial owners from time to time of Securities, the Company shall furnish, at its expense, upon request, to holders and beneficial owners of Securities and prospective purchasers of Securities information ("Additional Issuer Information") satisfying the requirements of subsection (d) of Rule 144A.

        (h)   Agreement Not To Offer or Sell Additional Securities.    During the period of 90 days following the date of the Offering Memorandum, the Company will not, without the prior written consent of Banc of America Securities LLC (which consent may be withheld at the sole discretion of Banc of America Securities LLC), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open "put equivalent position" within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company or securities exchangeable for or convertible into debt securities of the Company (other than as contemplated by this Agreement and to register the Exchange Securities).

        (i)    Future Reports to the Initial Purchasers.    For so long as any Securities or Exchange Securities remain outstanding and the Company is not required to file reports with the Commission under the Exchange Act or the Indenture, the Company will furnish to Banc of America Securities LLC, (i) within 120 days after the end of each fiscal year, copies of the Annual Report on Form 20-F or 40-F, as applicable, or any successor form, of the Company containing the balance sheet of the Company as of the close of such fiscal year and statements of operations, retained earnings and cash flows for the year then ended and the opinion thereon of the Company's independent public or certified public accountants; (ii) (A) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, reports on Form 10-Q or any successor form, or (B) within 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, reports on Form 6-K or any successor form, which in each case, regardless of applicable requirements, shall, at a minimum, contain a "Management's Discussion and Analysis of Financial Condition and Results of Operations," and, with respect to any such reports, a reconciliation to U.S. GAAP as permitted by the Commission for foreign private issuers; (iii) as soon as practicable after the filing thereof, copies of any other report filed by the Company with the Commission, the applicable securities regulatory authorities in Canada, the National Association of Securities Dealers, Inc. or any securities exchange; and (iv) as soon as available, copies of any report or communication of the Company mailed generally to holders of its capital stock or debt securities (including the holders of the Securities).

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        (j)    No Integration.    The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of "integration" referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4 (2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.

        (k)   Legended Securities.    Each certificate for a Note will bear the legend contained in "Notice to Investors" in the Offering Memorandum for the time period and upon the other terms stated in the Offering Memorandum.

        (l)    PORTAL.    The Company will use its best efforts to cause such Notes to be eligible for the National Association of Securities Dealers, Inc. PORTAL market (the "PORTAL market").

        (m)  Corporate Reorganization.    On or prior to the Closing Date, Vidéotron TVN Inc. and Le Superclub Vidéotron ltée will be wholly-owned subsidiaries of the Company.

        (n)   Amended Credit Facility.    On or prior to the Closing Date, the Company shall have entered into an amendment to the Credit Facility in the form set forth in Exhibit D hereto in all material respects.

        (o)   Amended QMI Subordinated Loan.    On or prior to the Closing Date, the Company shall have entered into an amendment to the QMI Subordinated Loan whereby the Company shall have the option to pay interest on such loan in cash.

        Banc of America Securities LLC, on behalf of the several Initial Purchasers, may, in its sole discretion, waive in writing the performance by the Company or any Guarantor of any one or more of the foregoing covenants or extend the time for their performance.

SECTION 4.    Payment of Expenses.    The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Securities (including all printing and engraving costs), (ii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities to the Initial Purchasers, (iii) all fees and expenses of the Company's and the Guarantors' counsel, independent public or certified public accountants and other advisors, (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of each Preliminary Offering Memorandum and the Offering Memorandum (including financial statements and exhibits), and all amendments and supplements thereto, this Agreement, the Registration Rights Agreement, the Indenture, the DTC Agreement, and the Notes and the Guarantees, all filing fees, attorneys' fees and expenses incurred by the Company or reasonably incurred by the Initial Purchasers in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Securities for offer and sale under the Blue Sky laws and, if requested by the Initial Purchasers, preparing and printing a "Blue Sky Survey" or memorandum, and any supplements thereto, advising the Initial Purchasers of such qualifications, registrations and exemptions, (vi) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities and the Exchange Securities, (vii) any fees payable in connection with the rating of the Securities or the Exchange Securities with the ratings agencies and the listing of the Securities with the PORTAL market, (viii) any filing fees incident to, and any reasonable fees and disbursements of counsel to the Initial Purchasers in connection with the review by the National Association of Securities Dealers, Inc., if any, of the terms of the sale of the Securities or the Exchange Securities, (ix) all fees and expenses (including reasonable fees and expenses of counsel) of the Company and the Guarantors in connection with approval of the Securities by DTC for "book-entry" transfer, and the performance by the Company and the Guarantors of their respective other obligations under this Agreement. Except as provided in this Section 4, Section 6, Section 8 and Section 9 hereof, the Initial Purchasers shall pay their own expenses, including the fees and disbursements of their counsel.

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SECTION 5.    Conditions of the Obligations of the Initial Purchasers.    The obligations of the several Initial Purchasers to purchase and pay for the Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties set forth in Section 1 hereof as of the date hereof and as of the Closing Date as though then made and to the timely performance by the Company and each Guarantor of their respective covenants and other obligations hereunder, and to each of the following additional conditions:

        (a)   Accountants' Comfort Letter.    On the date hereof, the Initial Purchasers shall have received from KPMG LLP, independent public or certified public accountants for the Company, a letter dated the date hereof addressed to the Initial Purchasers, in form and substance satisfactory to the Initial Purchasers, containing statements and information of the type ordinarily included in accountant's "comfort letters" to Initial Purchasers, delivered according to Statement of Auditing Standards Nos. 72 and 76 (or any successor bulletins), with respect to the audited and unaudited financial statements and certain financial information contained in the Registration Statement and the Offering Memorandum.

        (b)   No Material Adverse Change or Ratings Agency Change.    For the period from and after the date of this Agreement and prior to the Closing Date:

        (i)    in the judgment of the Initial Purchasers there shall not have occurred any Material Adverse Change; and

        (ii)   there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company by any "nationally recognized statistical rating organization" as such term is defined for purposes of Rule 436 under the Securities Act.

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        (c)   Opinions of Counsels for the Company and the Guarantors.    On the Closing Date the Initial Purchasers shall have received the favorable opinion of (i) Arnold & Porter, U.S. counsel for the Company and the Guarantors, dated as of such Closing Date, the form of which is attached as Exhibit A and (ii) Ogilvy Renault, Canadian counsel for the Company and the Guarantors, dated as of such Closing Date, the form of which is attached as Exhibit B.

        (d)   Opinions of Counsels for the Initial Purchasers.    On the Closing Date the Initial Purchasers shall have received the favorable opinion of (i) Shearman & Sterling LLP, U.S. counsel for the Initial Purchasers, dated as of such Closing Date, with respect to such matters as may be reasonably requested by the Initial Purchasers and (ii) Stikeman Elliott LLP, Canadian counsel for the Initial Purchasers, dated as of such Closing Date, with respect to such matters as may be reasonably requested by the Initial Purchasers.

        (e)   Officers' Certificate.    On the Closing Date the Initial Purchasers shall have received a written certificate executed by the Chairman of the Board, Chief Executive Officer or President of the Company and each of the Guarantors and the Chief Financial Officer or Chief Accounting Officer of the Company and each of the Guarantors, dated as of the Closing Date, to the effect set forth in subsection (b) (ii) of this Section 5, and further to the effect that:

        (i)    for the period from and after the date of this Agreement and to the Closing Date there has not occurred any Material Adverse Change;

        (ii)   the representations, warranties and covenants of the Company and the Guarantors set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of the Closing Date; and

        (iii)  the Company and the Guarantors have each complied with all the agreements and satisfied all the conditions on their part to be performed or satisfied at or prior to the Closing Date.

        (f)    Bring-down Comfort Letter.    On the Closing Date the Initial Purchasers shall have received from KPMG LLP, independent public or certified public accountants for the Company, a letter dated such date, in form and substance satisfactory to the Initial Purchasers, to the effect that they reaffirm the statements made in the letter furnished by them pursuant to subsection (a) of this Section 5, except that the specified date referred to therein for the carrying out of procedures shall be no more than three business days prior to the Closing Date.

        (g)   PORTAL Listing.    At the Closing Date the Notes shall have been designated for trading on the PORTAL market.

        (h)   Registration Rights Agreement.    The Company and each of the Guarantors shall have entered into the Registration Rights Agreement and the Initial Purchasers shall have received executed counterparts thereof.

        (i)    Concurrent Transactions.    At the Closing Date Vidéotron TVN Inc. and Le Superclub Vidéotron ltée shall be wholly owned subsidiaries of the Company and shall be Guarantors.

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        (j)    Amended Bank Credit Facility.    At the Closing Date the Amended Bank Credit Facility shall have been entered into by the Company and the lenders thereto and the Initial Purchasers shall have seen executed counterparts thereof.

        (k)   Amended QMI Subordinated Loan.    At the Closing Date the Amended QMI Subordinated Loan shall have been entered into by the Company and the lenders thereto providing for the Company to, at its option, pay interest on such loan in cash, and the Initial Purchasers shall have seen executed counterparts thereof.

        (l)    CF Cable Undertaking.    At the Closing Date the Initial Purchasers shall have received a written certificate executed by two principal executive officers from each of the Additional Guarantors to the effect that such entities agree to become guarantors under the Indenture and execute a guarantee in accordance with the terms of the Indenture and a supplemental indenture on such date when the CF Cable Notes are no longer outstanding.

        (m)  Securities Act (Québec) Order.    The Company shall have received an order under Section 12 of the Securities Act (Québec).

        (n)   Additional Documents.    On or before the Closing Date, the Initial Purchasers and counsel for the Initial Purchasers shall have received such information, documents and opinions as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained.

        If any condition specified in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Initial Purchasers by notice to the Company at any time on or prior to the Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 4, Section 6, Section 8 and Section 9 shall at all times be effective and shall survive such termination.

SECTION 6.    Reimbursement of Initial Purchasers' Expenses.    If this Agreement is terminated by the Initial Purchasers pursuant to Section 5, or if the sale to the Initial Purchasers of the Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or any Guarantor to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

SECTION 7.    Offer, Sale and Resale Procedures.    Each of the Initial Purchasers, on the one hand, and the Company and each of the Guarantors, on the other hand, hereby establish and agree to observe the following procedures in connection with the offer and sale of the Securities:

        (a)   Offers and Sales Only to Qualified Institutional Buyers and Non-U.S. Persons.    Offers and sales of the Securities have and will be made only by the Initial Purchasers or Affiliates thereof qualified to do so in the jurisdictions in which such offers or sales are made. Each such offer or sale has and shall only be made to (i) persons in the United States whom the offeror or seller reasonably believes to be qualified institutional buyers (as defined in Rule 144A under the Securities Act) with respect to whom the seller has taken reasonable steps to insure that the purchaser is aware that such sale is being made in reliance on Rule 144A, or (ii) non-U.S. persons outside the United States to whom the offeror or seller reasonably believes offers and sales of the Securities may be made in reliance upon Regulation S under the Securities Act, upon the terms and conditions set forth in Annex I hereto, which Annex I is hereby expressly made a part hereof.

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        (b)   No General Solicitation.    The Securities have and will be offered by approaching prospective Subsequent Purchasers on an individual basis. No general solicitation or general advertising (within the meaning of Rule 502 under the Securities Act) has or will be used in the United States in connection with the offering of the Securities.

        (c)   Restrictions on Transfer.    Upon original issuance by the Company, and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Securities (and all securities issued in exchange therefor or in substitution thereof, other than the Exchange Securities) shall bear the following legend:

        "THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE (D) or (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE."

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        Following the sale of the Securities by the Initial Purchasers to Subsequent Purchasers pursuant to the terms of this Section 7 and in accordance with applicable securities laws, the Initial Purchasers shall not be liable or responsible to the Company hereunder for any losses, damages or liabilities suffered or incurred by the Company, including any losses, damages or liabilities under the Securities Act, arising from or relating to any resale or transfer of any Security.

SECTION 8.    Indemnification.

        (a)   Indemnification of the Initial Purchasers.    Each of the Company and the Guarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal, provincial, territorial or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and to reimburse each Initial Purchaser and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Banc of America Securities LLC) as such expenses are reasonably incurred by such Initial Purchaser or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Initial Purchasers expressly for use in any Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8 shall be in addition to any liabilities that the Company or the Guarantors may otherwise have.

        (b)   Indemnification of the Company, the Guarantors and their Directors and Officers.    Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantors and each of their directors and each person, if any, who controls the Company or the Guarantors within the meaning of the Securities Act and the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, the Guarantors or any such director, or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal, provincial, territorial or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Initial Purchaser), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in any Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which there were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company and the Guarantors by the Initial Purchasers expressly for use therein; and to reimburse the Company, the Guarantors, or any such director or controlling person for any legal and other expenses reasonably incurred by the Company, the Guarantors or any such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and the Guarantors hereby acknowledge that the only information that the Initial Purchasers have furnished to the Company and the Guarantors by and on behalf of the Initial Purchasers expressly for use in any Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the first sentence of the fourth paragraph and the sixth and tenth paragraphs under the caption "Plan of Distribution" in the Offering Memorandum regarding market-making and stabilization, respectively; and the Initial Purchasers confirm that such statements are correct. The indemnity agreement set forth in this Section 8 shall be in addition to any liabilities that each Initial Purchaser may otherwise have.

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        (c)   Notifications and Other Indemnification Procedures.    Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party for contribution or otherwise than under the indemnity agreement contained in this Section 8 or to the extent it is not prejudiced as a proximate result of such failure. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in and, to the extent that it shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of such indemnifying party's election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 8 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (together with local counsel), approved by the indemnifying party (Banc of America Securities LLC in the case of Section 8(b)), representing the indemnified parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action, in each of which cases the reasonable fees and expenses of counsel shall be at the expense of the indemnifying party.

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        (d)   Settlements.    The indemnifying party under this Section 8 shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent, if such settlement is entered into more than 30 days after receipt by such indemnifying party of a request for consent to such settlement and a request for reimbursement of the related fees and expenses and such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding.

SECTION 9.    Contribution.    If the indemnification provided for in Section 8 is for any reason held to be unavailable to or otherwise insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount paid or payable by such indemnified party, as incurred, as a result of any losses, claims, damages, liabilities or expenses referred to therein (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, in connection with the statements or omissions or inaccuracies in the representations and warranties herein which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Company, and the total discount received by the Initial Purchasers bear to the aggregate initial offering price of the Securities. The relative fault of the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact or any such inaccurate or alleged inaccurate representation or warranty relates to information supplied by the Company or the Guarantors, on the one hand, or the Initial Purchasers, on the other hand, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

25

        The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 8, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. The provisions set forth in Section 8 with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 9; provided, however, that no additional notice shall be required with respect to any action for which notice has been given under Section 8 for purposes of indemnification.

        The Company, the Guarantors and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 9.

        Notwithstanding the provisions of this Section 9, no Initial Purchaser shall be required to contribute any amount in excess of the commission received by such Initial Purchaser in connection with the Securities distributed by it. No person guilty of fraudulent misrepresentation (within the meaning of Section 11 of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial Purchasers' obligations to contribute pursuant to this Section 9 are several, and not joint, in proportion to their respective commitments as set forth opposite their names in Schedule A. For purposes of this Section 9, each director, officer and employee of an Initial Purchaser and each person, if any, who controls an Initial Purchaser within the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as such Initial Purchaser, and each director of the Company or any Guarantor, and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as the Company or any Guarantor.

SECTION 10.    Termination of this Agreement.    Prior to the Closing Date, this Agreement may be terminated by the Initial Purchasers by notice given to the Company if at any time trading in securities generally on either the Nasdaq Stock Market, the New York Stock Exchange or the Toronto Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission, the NASD or any applicable securities regulatory authority; (ii) a general banking moratorium shall have been declared by any of Canadian, U.S. federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States, Canadian or international financial markets, or any substantial change or development involving a prospective substantial change in United States', Canada's or international political, financial or economic conditions, as in the judgment of the Initial Purchasers is material and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Initial Purchasers there shall have occurred any Material Adverse Change; or the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Initial Purchasers may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (a) the Company or any Guarantor to any Initial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (b) any Initial Purchaser to the Company and the Guarantors, or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

26

SECTION 11.    Representations and Indemnities to Survive Delivery.    The respective indemnities, agreements, representations, warranties and other statements of the Company and the Guarantors, of their respective officers and of the several Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Initial Purchaser, the Company, the Guarantors or any of their partners, officers or directors or any controlling person, as the case may be, and will survive delivery of and payment for the Securities sold hereunder and any termination of this Agreement.

SECTION 12.    Notices.    All communications hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed to the parties hereto as follows:

If to the Initial Purchasers:

Banc of America Securities LLC
9 West 57^th Street, 6^th Floor
New York, NY 10019
Facsimile: (212) 847-6441
Attention: High Yield Capital Markets

with a copy to:

Shearman & Sterling LLP
199 Bay Street, Commerce Court West
Suite 4405, P.O. Box 247
Toronto, Ontario M5L 1E8
Facsimile: (416) 360-2958
Attention: Christopher J. Cummings, Esq.

27

If to the Company or the Guarantors:

Vidéotron Ltée
300 Viger Avenue East
Montreal, Québec H2X 3W4
Facsimile: (514) 985-8834
Attention: Frederic Despars
                     Director, Legal Affairs

        Any party hereto may change the address for receipt of communications by giving written notice to the others.

SECTION 13.    Successors.    This Agreement will inure to the benefit of and be binding upon the parties hereto, including any substitute Initial Purchasers pursuant to Section 16 hereof, and to the benefit of the employees, officers and directors and controlling persons referred to in Section 8 and Section 9, and in each case their respective successors, and no other person will have any right or obligation hereunder. The term "successors" shall not include any purchaser of the Securities as such from any of the Initial Purchasers merely by reason of such purchase.

SECTION 14.    Partial Unenforceability.    The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.

SECTION 15.    Governing Law Provisions.    THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE.

        (a)   Consent to Jurisdiction.    The Company and each Guarantor agree that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby ("Related Proceedings") may be instituted in the federal courts of the United States of America located in the City and County of New York or the courts of the State of New York in each case located in the City and County of New York (collectively, the "Specified Courts"), and each party irrevocably submits to the non-exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a "Related Judgment"), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. The Company and each Guarantor irrevocably appoints CT Corporation System, as its agent to receive service of process or other legal summons for purposes of any such suit, action or proceeding that may be instituted in the Specified Courts. Service of any process, summons, notice or document upon such agent, and written notice of said service by mail to such party's address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive, to the fullest extent permitted by applicable law, any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim, to the fullest extent permitted by applicable law, in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

28

        (b)   Waiver of Immunity.    With respect to any Related Proceeding, each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any Related Judgment, each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.

        (c)   Judgment Currency.    If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than U.S. dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Initial Purchasers could purchase U.S. dollars with such other currency in The City of New York on the business day preceding that on which final judgment is given. The obligations of the Company and each Guarantor in respect of any sum due from it to any Initial Purchaser shall, notwithstanding any judgment in any currency other than U.S. dollars, not be discharged until the first business day, following receipt by such Initial Purchaser of any sum adjudged to be so due in such other currency, on which (and only to the extent that) such Initial Purchaser may in accordance with normal banking procedures purchase U.S. dollars with such other currency; if the U.S. dollars so purchased are less than the sum originally due to such Initial Purchaser hereunder, the Company and each Guarantor agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Initial Purchaser against such loss. If the U.S. dollars so purchased are greater than the sum originally due to such Initial Purchaser hereunder, such Initial Purchaser agrees to pay the Company and the Guarantor (but without duplication) an amount equal to the excess of the dollars so purchased over the sum originally due to such Initial Purchaser hereunder.

SECTION 16.    Default of One or More of the Several Initial Purchasers.    If any one or more of the several Initial Purchasers shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on the Closing Date, and the aggregate number of Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Securities to be purchased on such date, the other Initial Purchasers shall be obligated, severally, in the proportions that the number of Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Securities set forth opposite the names of all such non-defaulting Initial Purchasers, or in such other proportions as may be specified by the Initial Purchasers with the consent of the non-defaulting Initial Purchasers, to purchase the Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase on such date. If any one or more of the Initial Purchasers shall fail or refuse to purchase Securities and the aggregate number of Securities with respect to which such default occurs exceeds 10% of the aggregate number of Securities to be purchased on the Closing Date, and arrangements satisfactory to the Initial Purchasers and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 8 and Section 9 shall at all times be effective and shall survive such termination. In any such case either the Initial Purchasers or the Company shall have the right to postpone the Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Offering Memorandum or any other documents or arrangements may be effected.

29

        As used in this Agreement, the term "Initial Purchaser" shall be deemed to include any person substituted for a defaulting Initial Purchaser under this Section 16. Any action taken under this Section 16 shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement.

SECTION 17.    Tax Disclosure.    Notwithstanding anything to the contrary contained herein, each of the Initial Purchasers, the Company and the Guarantors shall be permitted to disclose the U.S. tax treatment and U.S. tax structure of each of the transactions contemplated by this Agreement and the Offering Memorandum (each, a "Transaction") (including any materials, opinions or analyses relating to such U.S. tax treatment or U.S. tax structure, but without disclosure of identifying information or, except to the extent relating to such U.S. tax structure or U.S. tax treatment, any nonpublic commercial or financial information); provided, however, that if any Transaction is not consummated for any reason, the provisions of this sentence shall cease to apply with respect to such Transaction. For the purposes of this section, "U.S. tax structure" is limited to the facts relevant to the income tax treatment of the offering and does not include information relating to the identity of the Company, its affiliates, agents or advisors.

SECTION 18.    General Provisions.    This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The Table of Contents and the section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement.

        If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms.

30

Very truly yours, VIDÉOTRON LTÉE
By:	/s/  YVAN GINGRAS Yvan Gingras Executive Vice-President, Finance and Operations
VIDÉOTRON TVN INC.
By:	/s/  CLAUDINE TREMBLAY Claudine Tremblay Secretary
LE SUPERCLUB VIDÉOTRON LTÉE
By:	/s/  CLAUDINE TREMBLAY Claudine Tremblay Secretary
VIDÉOTRON (1998) LTÉE
By:	/s/  YVAN GINGRAS Yvan Gingras Executive Vice-President, Finance and Operations
GROUPE DE DIVERTISSEMENT SUPERCLUB INC.
By:	/s/  CLAUDINE TREMBLAY Claudine Tremblay Secretary

        The foregoing Purchase Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first above written.

BANC OF AMERICA SECURITIES LLC
CITIGROUP GLOBAL MARKETS INC.
RBC DOMINION SECURITIES CORPORATION
SCOTIA CAPITAL (USA) INC.
TD SECURITIES (USA) INC.
HARRIS NESBITT CORP.
CREDIT SUISSE FIRST BOSTON LLC
CIBC WORLD MARKETS CORP.
NBF SECURITIES (USA) CORP.

By:	Banc of America Securities LLC
By:	/s/  DAN KELLY Name:  Dan Kelly Title:  Managing Director

On behalf of itself and the several Initial Purchasers

SCHEDULE A

Initial Purchasers		Aggregate Principal Amount of Securities to be Purchased
Banc of America Securities LLC		U.S.$	103,608,247
Citigroup Global Markets Inc.			86,340,206
RBC Dominion Securities Corporation			25,902,062
Scotia Capital (USA) Inc.			25,902,062
TD Securities (USA) Inc.			25,902,062
Harris Nesbitt Corp.			23,311,856
Credit Suisse First Boston LLC			23,311,856
CIBC World Markets Corp.			13,814,433
NBF Securities (USA) Corp.			6,907,216
	Total	U.S.$	335,000,000

SCHEDULE B
Guarantors

Guarantor	Jurisdiction of Incorporation
Vidéotron TVN Inc.	Québec, Canada
Le Superclub Vidéotron ltée	Québec, Canada
Vidéotron (1998) ltée	Québec, Canada
Groupe de Divertissement SuperClub inc.	Québec, Canada

SCHEDULE C
Material Subsidiaries

Subsidiary	Jurisdiction of Incorporation
Vidéotron TVN inc.	Québec, Canada
Vidéotron (1998) ltée	Québec, Canada
Le SuperClub Vidéotron ltée	Québec, Canada
CF Cable TV Inc.	Canada
Videotron (Regional) Ltd.	Canada

SCHEDULE D
Liens and Encrumbrances

•

Liens created pursuant to the Credit Agreement and the CF Cable Indentures and liens permitted thereunder.

SCHEDULE E
Subsidiaries

Subsidiary	Jurisdiction of Incorporation	Percent of Voting Right
		(direct and indirect)
Vidéotron TVN inc.	Québec, Canada	100%
Vidéotron (1998) ltée	Québec, Canada	100%
Le SuperClub Vidéotron ltée	Québec, Canada	100%
Société d'Édition et de Transcodage T.E. ltée	Québec, Canada	62.11%
CF Cable TV Inc.	Canada	100%
Videotron (Regional) Ltd.	Canada	100%
Groupe de Divertissement SuperClub inc.	Quebec, Canada	100%
Télé-Câble Charlevoix (1977) inc.	Québec, Canada	75%

EXHIBIT A

        Opinion of U.S. counsel for the Company and the Guarantors to be delivered pursuant to Section 5(c) of the Purchase Agreement.

          (i)  Assuming the due authorization by each of the Company and the Guarantors, the Purchase Agreement has been duly executed and delivered by (to the extent that execution and delivery are governed by the law of the State of New York), and is a valid and binding agreement of, the Company and each Guarantor, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, preference or other laws affecting or relating to the enforcement of creditors' rights generally from time to time in effect and to equitable principles (regardless of whether enforcement is sought in equity or at law).

         (ii)  Assuming the due authorization, execution and delivery of the Registration Rights Agreement by each of the Company and the Guarantors, the Registration Rights Agreement is a valid and binding agreement of the Company and each of the Guarantors, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, preference or other laws affecting or relating to the enforcement of creditors' rights generally from time to time in effect and to equitable principles (regardless of whether enforcement is sought in equity or at law) and except as rights to indemnification under the Registration Rights Agreement may be limited by applicable law.

        (iii)  Assuming the due authorization, execution and delivery of the DTC Agreement by the Company, the DTC Agreement is a valid and binding agreement of the Company, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, preference or other laws affecting or relating to the enforcement of creditors' rights generally from time to time in effect and to equitable principles (regardless of whether enforcement is sought in equity or at law).

        (iv)  Assuming the due authorization of the Indenture by the Company and each Guarantor, the Indenture has been duly executed and delivered by the Company and each Guarantor (to the extent that execution and delivery are governed by the law of the State of New York), and assuming the due authorization, execution and delivery thereof by the Trustee, the Indenture constitutes a valid and binding agreement of the Company and each Guarantor, enforceable against the Company and each Guarantor in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, preference or other laws affecting or relating to the enforcement of creditors' rights generally from time to time in effect and to equitable principles (regardless of whether enforcement is sought in equity or at law).

         (v)  The Notes are in the form contemplated by the Indenture, assuming the Notes have been duly authorized by the Company for issuance and sale pursuant to the Purchase Agreement and the Indenture, the Notes have been duly executed and delivered by the Company (to the extent that execution and delivery are governed by the law of the State of New York), and when executed by the Company and authenticated by the Trustee in the manner provided in the Indenture (assuming the due authorization, execution and delivery of the Indenture by the Trustee) and delivered against payment of the purchase price therefor, the Notes will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, preference or other laws affecting or relating to the enforcement of creditors' rights generally from time to time in effect and to equitable principles (regardless of whether enforcement is sought in equity or at law) and will be entitled to the benefits of the Indenture.

A-1

        (vi)  The Exchange Notes are in the form contemplated by the Indenture and, assuming the Exchange Notes have been duly and validly authorized for issuance by the Company, when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, the Exchange Notes will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, preference or other laws affecting or relating to the enforcement of creditors' rights generally from time to time in effect and to equitable principles (regardless of whether enforcement is sought in equity or at law) and will be entitled to the benefits of the Indenture.

       (vii)  The Guarantees of the Notes are in the form contemplated by the Indenture, assuming the Guarantees of the Notes have been duly authorized by each Guarantor for issuance and sale pursuant to the Purchase Agreement and the Indenture, the Guarantees of the Notes have been duly executed and delivered by each Guarantor (to the extent execution and delivery are governed by the law of the State of New York), and when the Notes have been authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, the Guarantees of the Notes will constitute valid and binding agreements of the Guarantors, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, preference or other laws affecting or relating to the enforcement of creditors' rights generally from time to time in effect and to equitable principles (regardless of whether enforcement is sought in equity or at law) and will be entitled to the benefits of the Indenture.

      (viii)  The Guarantees of the Exchange Notes are in the form contemplated by the Indenture, assuming the Guarantees of the Exchange Notes have been duly authorized by each Guarantor for issuance and sale pursuant to the Purchase Agreement and the Indenture, when the Guarantees of the Exchange Notes will have been executed by each of the Guarantors and the Exchange Notes have been authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, the Guarantees of the Exchange Notes will constitute valid and binding agreements of the Guarantors, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, preference or other laws affecting or relating to the enforcement of creditors' rights generally from time to time in effect and to equitable principles (regardless of whether enforcement is sought in equity or at law) and will be entitled to the benefits of the Indenture.

        (ix)  The Securities, the Registration Rights Agreement and the Indenture conform in all material respects to the descriptions thereof contained in the Offering Memorandum.

         (x)  The statements in the Offering Memorandum under the captions "Description of the Notes — CF Cable Notes," "Description of Certain Indebtedness," "Tax Considerations — Certain United States Federal Income Tax Considerations" and "Notice to Investors," insofar as such statements constitute matters of U.S. law, summaries of U.S. legal matters or documents, or legal conclusions with respect to U.S. law, have been reviewed by such counsel and fairly present and summarize, in all material respects, the matters referred to therein.

A-2

        (xi)  No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency of the United States or the State of New York, which has not been obtained, taken or made (other than as required by any state securities or Blue Sky laws of the various states, as to which we express no opinion), is required for the Company's or each Guarantor's execution, delivery and performance of the Purchase Agreement, the Registration Rights Agreement, the DTC Agreement (in the case of the Company only) or the Indenture, or the issuance and delivery of the Securities or the Exchange Securities, or consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum, except such as may be required by federal and state securities laws with respect to the Company's and the Guarantors' obligations under the Registration Rights Agreement.

       (xii)  The execution and delivery of the Purchase Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities and the Indenture by the Company and the performance by the Company and the Guarantors of their obligations thereunder (other than performance by the Company and the Guarantors of their obligations under the indemnification section of the Purchase Agreement, as to which no opinion need be rendered) (i) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Guarantors or any of their respective subsidiaries pursuant to the QMI Indentures or the CF Cable Indenture, except for such Defaults, Debt Repayment Triggering Events, conflicts, breaches, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change; or (ii) to the best knowledge of such counsel, will not result in any violation of any law, administrative regulation or administrative or court decree in the United States applicable to the Company, the Guarantors or any of their respective subsidiaries.

      (xiii)  The Company is not, and after receipt of payment for the Securities will not be, an "investment company" within the meaning of the Investment Company Act.

      (xiv)  Assuming the accuracy of the respective representations, warranties and covenants of the Company, the Guarantors and the Initial Purchasers contained in Sections 1(b), 1(d), 1(e), 1(nn), 2(e), 3(j) and 7 of the Purchase Agreement, no registration of the Notes or the Guarantees under the Securities Act, and no qualification of the Indenture under the Trust Indenture Act, is required in connection with the purchase of the Securities by the Initial Purchasers or the initial resale of the Securities by the Initial Purchasers to Qualified Institutional Buyers in the manner contemplated by the Purchase Agreement and the Offering Memorandum other than any registration or qualification that may be required in connection with the Exchange Offer contemplated by the Offering Memorandum or in connection with the Registration Rights Agreement.

       (xv)  Assuming the due authorization, execution and delivery of the Purchase Agreement, the Indenture and the Registration Rights Agreement by each party thereto, each of the Company and the Guarantors have validly and irrevocably submitted to the jurisdiction of any United States federal or state court located in the State of New York, County of New York, have expressly accepted the non-exclusive jurisdiction of any such court and have validly and irrevocably appointed CT Corporation System as their authorized agent in any suit or proceeding against them based on or arising under the Purchase Agreement, the Indenture or the Registration Rights Agreement.

A-3

        In addition, such counsel shall state that they have participated in conferences with officers and other representatives of the Company, representatives of the independent public or certified public accountants for the Company and with representatives of the Initial Purchasers at which the contents of the Offering Memorandum, and any supplements or amendments thereto, and related matters were discussed and, although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Offering Memorandum (other than as specified above), and any supplements or amendments thereto, on the basis of the foregoing, nothing has come to their attention which would lead them to believe that either the Offering Memorandum, as of its date or at the Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no belief as to the financial statements or other financial data derived therefrom, included in the Offering Memorandum or any amendments or supplements thereto).

        In rendering such opinion, such counsel may rely as to matters involving the application of laws of any jurisdiction other than the laws of the State of New York or the federal law of the United States, to the extent they deem proper and specified in such opinion, upon the opinion (which shall be dated the Closing Date shall be satisfactory in form and substance to the Initial Purchasers, shall expressly state that the Initial Purchasers may rely on such opinion as if it were addressed to them and shall be furnished to the Initial Purchasers) of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Initial Purchasers; provided, however, that such counsel shall further state that they believe that they and the Initial Purchasers are justified in relying upon such opinion of other counsel, and as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company, the Guarantors and public officials.

A-4

EXHIBIT B

        Opinion of Canadian counsel for the Company and the Guarantors to be delivered pursuant to Section 5(c) of the Purchase Agreement.

          (i)  The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the Province of Québec.

         (ii)  The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and to enter into and perform its obligations under the Purchase Agreement, the Registration Rights Agreement, the Indenture, the Securities, the Exchange Securities and the DTC Agreement.

        (iii)  The Company is duly qualified or registered as a foreign or extra-provincial corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change.

        (iv)  Each of Vidéotron TVN inc., Vidéotron (1998) ltée, Le SuperClub Vidéotron ltée, Groupe de divertissement SuperClub inc., CF Cable TV Inc., Videotron (Regional) Ltd. and Télé-Câble Charlevoix (1977) inc. (each, a "Subsidiary Guarantor" and collectively, the "Subsidiary Guarantors") has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and to enter into and perform its obligations under the Purchase Agreement, the Registration Rights Agreement, the Indenture and the Guarantees and, to the best knowledge of such counsel, is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change.

         (v)  All of the issued and outstanding capital stock of each Subsidiary Guarantor has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company (except for one Class F Preferred Share of Vidéotron (1998) ltée which is held by Quebecor Media Inc.), directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or, to the best knowledge of such counsel, any pending or threatened claim.

        (vi)  All of the outstanding common shares of the Company have been duly authorized and validly issued, are fully paid and non-assessable and, to the best of such counsel's knowledge, have been issued in compliance with the requirements of applicable Canadian Securities Laws. The description of Quebecor Media Inc.'s Stock Option Plan and the options or other rights granted thereunder, set forth in the Offering Memorandum, accurately and fairly describes such plan, arrangement, options and rights.

       (vii)  No stockholder of the Company or any other person has any preemptive right, right of first refusal or other similar right to subscribe for or purchase securities of the Company arising by operation of the charter or by-laws of the Company or the Companies Act (Québec) or to the best knowledge of such counsel, otherwise.

B-1

      (viii)  The Purchase Agreement has been duly authorized, executed and delivered by the Company and each of Vidéotron TVN inc., Vidéotron (1998) ltée, Le SuperClub Vidéotron ltée and Groupe de divertissement SuperClub inc. (each, an "Existing Guarantor" and collectively, the "Existing Guarantors").

        (ix)  The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and each Existing Guarantor.

         (x)  The DTC Agreement has been duly authorized, executed and delivered by the Company.

        (xi)  The Indenture has been duly authorized, executed and delivered by the Company and each Existing Guarantor.

       (xii)  The Notes and the Guarantees have been duly authorized and executed by the Company and the Existing Guarantors, respectively, for issuance and sale pursuant to the Purchase Agreement and the Indenture and, assuming the Notes have been duly authenticated pursuant to the Indenture, the Notes have been duly issued and delivered by the Company.

      (xiii)  The Exchange Securities have been duly and validly authorized for issuance by the Company.

      (xiv)  The Amended QMI Subordinated Loan has been duly and validly authorized, executed and delivered by the Company.

       (xv)  No registration, filing or recording of the Indenture under the laws of the Province of Québec or the federal laws of Canada is necessary in order to preserve or protect the validity or enforceability of the Indenture or the Securities issued thereunder.

      (xvi)  The statements in the Offering Memorandum under the captions "Enforcement of Civil Liabilities," "Risk Factors — Risks Relating to the Notes — Canadian bankruptcy and insolvency laws may impair the trustee's ability to enforce remedies under the notes.", "Risk Factors — Risks Relating to the Notes — U.S. investors in the notes may have difficulties enforcing certain civil liabilities.", "Risk Factors — Risks Relating to Our Business — We are subject to extensive government regulation. Changes in government regulation could adversely affect our business, financial condition or results of operations.", "Risk Factors — Risks Relating to Our Business — We may have to support increasing costs in securing access to support structures and municipal rights of way needed for our network.", "Business — Regulation", "Business — Canadian Broadcast Distribution (Cable Television)", "Description of Certain Indebtedness", "Description of the Notes — Enforceability of Judgments", "Certain Relationships and Related Transactions" and "Tax Considerations — Certain Material Canadian Federal Income Tax Considerations for Non-Residents of Canada" insofar as such statements constitute matters of Canadian federal, Quebec, Ontario or British Columbia law, summaries of legal matters under such laws, the Company's charter or by-law provisions, documents or legal proceedings under such laws, or legal conclusions under such laws, have been reviewed by such counsel and fairly present and summarize, in all material respects, the matters referred to therein.

B-2

     (xvii)  No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company's or each Existing Guarantor's execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement (in the case of the Company only) or the Indenture, or the issuance and delivery of the Securities or the Exchange Securities, or consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum, except such as may be required by Canadian Securities Laws with respect to the Company's and the Existing Guarantors' obligations under the Registration Rights Agreement and except for filings, registrations and recordings which have been made and the filing of certain notices of private placement and the payment of filing fees required by Canadian Securities Laws.

    (xviii)  The execution and delivery of the Purchase Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities and the Indenture by the Company and the performance by the Company and the Existing Guarantors of their obligations thereunder (other than performance by the Company and the Existing Guarantors of their obligations under the indemnification section of the Purchase Agreement, as to which no opinion is rendered) have been duly authorized by all necessary corporate action and (i) will not result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary, (ii) will not result in any violation of the provisions of the charter or by-laws of any of the Subsidiary Guarantors or any of their subsidiaries, (iii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Subsidiary Guarantors or any of their respective subsidiaries pursuant to any agreement listed in Schedule II, and (iv) to the best knowledge of such counsel, will not result in any violation of any law, administrative regulation or administrative or court decree in Canada applicable to the Company, the Subsidiary Guarantors or any of their respective subsidiaries.

      (xix)  To the best knowledge of such counsel, neither the Company nor any subsidiary of the Company or any Subsidiary Guarantor is in violation of its charter or by-laws or any law, administrative regulation or administrative or court decree in Canada applicable to the Company or any subsidiary or in Default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement listed in Schedule II, except in each such case for such violations or Defaults as would not, individually or in the aggregate, result in a Material Adverse Change.

       (xx)  It is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers pursuant to, or in connection with the initial resale of such Securities by the Initial Purchasers and to each Subsequent Purchaser as contemplated in the Purchase Agreement and the Offering Memorandum to qualify, by prospectus or otherwise, the distribution of the Securities under Canadian Securities Laws.

      (xxi)  To our knowledge, there is no pending or threatened legal or governmental proceedings by or before any court or judicial or administrative board or tribunal or any governmental body in Canada that are not described or referred to in the Offering Memorandum, except in each case for such proceedings that, if subject of an unfavorable decision, ruling or finding, would not, singly or in the aggregate, result in a Material Adverse Change.

     (xxii)  There are no capital, stamp, withholding or other issuance taxes or duties imposed by the Canadian government or any political subdivision or taxing authority thereof or therein payable by or on behalf of the Initial Purchasers in the Province of Québec in connection with (i) the issuance of the Securities, (ii) the sale and delivery of the Securities to the Initial Purchasers or (iii) the consummation of any other transactions contemplated under the Purchase Agreement.

B-3

    (xxiii)  If the Indenture, this Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities or the Exchange Securities are sought to be enforced in Québec in accordance with the laws applicable thereto as chosen by the parties, namely New York law, a Québec Court would recognize the choice of New York law, and, upon appropriate evidence as to such law being adduced, apply such law, provided that (i) in matters of procedure, the laws of Québec will be applied, (ii) those rules of law in force in Québec which are applicable by reason of their particular object will be applied, and (iii) the provisions of the laws of the State of New York will not be applied if the application would be inconsistent with public order, as understood in international relations. A Québec Court will retain discretion to decline to hear such action if it is contrary to public order for it to do so, or if it is not the proper forum to hear such an action, or if concurrent proceedings are being brought elsewhere. In such counsel's opinion, there are no reasons under current law for avoiding enforcement of the Indenture, this Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities or the Exchange Securities under the laws of Québec or the laws of Canada applicable therein based on public order.

    (xxiv)  The laws of the Province of Québec and the laws of Canada applicable therein permit an action to be brought in a Québec Court on a final and enforceable judgment in personam for a sum certain of a New York court respecting the enforcement of the Indenture, this Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities or the Exchange Securities, which is not subject to ordinary remedy under New York law if: (i) the court rendering such judgment had jurisdiction over the judgment debtor, as recognized by a Québec Court; (ii) such judgment was not obtained by fraud or in a manner contrary to natural justice or in contravention of the fundamental principles of procedure; (iii) the decision and the enforcement thereof would not be inconsistent with public order as understood in international relations in Québec or contrary to any order made by the Attorney General of Canada under the Foreign Extraterritorial Measures Act (Canada) or by the Competition Tribunal under the Competition Act (Canada); (iv) the enforcement of such judgment does not constitute, directly or indirectly, the enforcement of taxation or other public laws of a foreign jurisdiction; (v) a dispute between the same parties, based on the same facts and having the same object, has not given rise to a decision rendered in Québec, whether or not a final judgment has been issued, is not pending before a Québec Court in the first instance, or has not been decided in a third country and the decision has met the necessary conditions for recognition in Québec; (vi) interest payable on the Debentures is not characterized by a Québec Court as interest payable at a criminal rate within the meaning of Section 347 of the Criminal Code (Canada); and (vii) the action to enforce such judgment is commenced within the applicable limitation period under law; provided however, that under the Currency Act (Canada), a Québec Court may only give judgment in Canadian dollars, and in enforcing a foreign judgment for a sum of money in a foreign currency, a Canadian Court will render its decision in the Canadian currency equivalent of such foreign currency, converted at the rate of exchange prevailing on the day that the judgment of the New York court became enforceable under New York law. In such counsel's opinion, there are no reasons based on public policy, as that term is understood under the laws of the Province of Québec and the laws of Canada applicable therein, for avoiding recognition of the submission under the provisions of the Indenture, the Registration Rights Agreement, the DTC Agreement and this Agreement to the non-exclusive jurisdiction of any federal or state court sitting in the State of New York, County of New York and for avoiding recognition of judgments of New York courts with respect to the Indenture, the Registration Rights Agreement, the DTC Agreement, this Agreement, the Securities or the Exchange Securities; except that there is doubt as to the enforceability in Canadian Court in original actions, or actions to enforce judgments of a New York Court, of liability is predicated solely upon United States federal securities laws.

B-4

      (xxv)  In an action on a final and enforceable judgment in personam of a New York court which is not subject to ordinary remedy under New York law, a Québec Court would give effect to the appointment by the Company of CT Corporation System as its agent to receive service of process in the United States under the Indenture, the Registration Rights Agreement and this Agreement whereby the Company submits to the non-exclusive jurisdiction of a New York Court.

        In addition, we have participated in conferences with certain officers and other representatives of the Company, representatives of the independent public or certified public accountants for the Company and with representatives of the Initial Purchasers at which the contents of the Offering Memorandum, and any supplements or amendments thereto, and related matters were discussed and, although we have not independently verified and are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Offering Memorandum (except to the extent set forth in paragraph (xvi) above), and any supplements or amendments thereto, on the basis of the foregoing, nothing has come to our attention which would lead us to believe that either the Offering Memorandum, as of its date or at the Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (other than the financial statements of the Company or other financial data derived therefrom included in the Offering Memorandum or any amendments or supplements thereto as to which we express no opinion or belief).

        In rendering such opinion, such counsel may rely as to matters involving the application of laws of any jurisdiction other than the Provinces of Québec, British Columbia and Ontario or the federal law of Canada, to the extent they deem proper and specified in such opinion, upon the opinion (which shall be dated the Closing Date shall be satisfactory in form and substance to the Initial Purchasers, shall expressly state that the Initial Purchasers may rely on such opinion as if it were addressed to them and shall be furnished to the Initial Purchasers) of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Initial Purchasers; provided, however, that such counsel shall further state that they believe that they and the Initial Purchasers are justified in relying upon such opinion of other counsel, and as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company, the Guarantors and public officials.

B-5

EXHIBIT C

Registration Rights Agreement

C-1

EXHIBIT D

Sixth Amending Agreement to the Credit Agreement dated as of November 28, 2000

C-2

ANNEX I

Resale Pursuant to Regulation S or Rule 144A

        Each Initial Purchaser understands that the Securities have not been and will not be registered under the Securities Act and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Each Initial Purchaser represents and agrees that it has not offered or sold, and will not offer or sell, any Securities constituting part of its allotment except outside the United States in accordance with Rule 903 of Regulation S under the Securities Act or within the United States in accordance with Rule 144A under the Securities Act. Accordingly, neither it nor its affiliates or any persons acting on its or their behalf have engaged or will engage in any directed selling efforts with respect to the Securities. Terms used in this paragraph have the meanings given to them by Regulation S.

C-3

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Table of Contents
PURCHASE AGREEMENT
SCHEDULE A
SCHEDULE B Guarantors
SCHEDULE C Material Subsidiaries
SCHEDULE D Liens and Encrumbrances
SCHEDULE E Subsidiaries
Registration Rights Agreement
Sixth Amending Agreement to the Credit Agreement dated as of November 28, 2000
Resale Pursuant to Regulation S or Rule 144A

EX-4.3

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Exhibit 4.3

EXECUTION COPY

VIDÉOTRON LTÉE

US$335,000,000

6⁷/8% SENIOR NOTES DUE JANUARY 15, 2014

INDENTURE

Dated as of October 8, 2003

Wells Fargo Bank Minnesota, N.A.,
as Trustee

        This INDENTURE, dated as of October 8, 2003, is by and among VIDÉOTRON LTÉE, a company incorporated under the laws of the Province of Québec, each Subsidiary Guarantor listed on the signature pages hereto, and WELLS FARGO BANK MINNESOTA, N.A., as trustee (the "Trustee").

        The Company, each Subsidiary Guarantor and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the 6⁷/8% Senior Notes due January 15, 2014 (the "Notes"):

ARTICLE 1.

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.Definitions.

        For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

        "144A Global Note" means a Global Note in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with and registered in the name of the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold for initial resale in reliance on Rule 144A.

        "Acquired Debt" means, with respect to any specified Person:

        (1)   Indebtedness of any other Person existing at the time such other Person is merged with or into or becomes a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of such specified Person; and

        (2)   Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

        "Additional Notes" means any Notes (other than Initial Notes and Exchange Notes and Notes issued under Sections 2.06, 2.07, 2.10 and 3.06 hereof) issued under this Indenture in accordance with Sections 2.02, 2.15 and 4.09 hereof, as part of the same series as the Initial Notes or as an additional series.

        "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control," as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided, however, that beneficial ownership of more than 10% of the Voting Stock of a Person shall be deemed to be control. For purposes of this definition, the terms "controlling," "controlled by" and "under common control with" shall have correlative meanings.

        "Agent" means any Registrar, co-registrar, Paying Agent or additional paying agent.

        "Applicable Procedures" means, with respect to any transfer, redemption or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer, redemption or exchange.

        "Asset Acquisition" means (a) an Investment by the Company or any Restricted Subsidiary in any other Person pursuant to which such Person shall become a Restricted Subsidiary or shall be consolidated or merged with or into the Company or any Restricted Subsidiary or (b) any acquisition by the Company or any Restricted Subsidiary of the assets of any Person that constitute substantially all of an operating unit, a division or line of business of such Person or that is otherwise outside of the ordinary course of business.

        "Asset Sale" means:

        (1)   the sale, lease, conveyance or other disposition of any assets or rights, other than sales of inventory in the ordinary course of business; provided, however, that the sale, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries, taken as a whole, shall be governed by the provisions of Sections 4.18 and 5.01 hereof and not by the provisions of Section 4.12 hereof; and

        (2)   the issuance of Equity Interests of any Restricted Subsidiary or the sale of Equity Interests by the Company or any of its Restricted Subsidiaries in any Restricted Subsidiary.

        Notwithstanding the preceding, the following items shall not be deemed to be Asset Sales:

        (1)   any single transaction or series of related transactions that involves assets having a fair market value (as determined by the Board of Directors of the Company and evidenced by a resolution of the Board of Directors of the Company) of less than US$1.0 million;

        (2)   a sale, lease, conveyance or other disposition of assets between or among the Company and its Restricted Subsidiaries;

        (3)   an issuance of Equity Interests by a Restricted Subsidiary to the Company or to another Restricted Subsidiary;

        (4)   the sale, lease, conveyance or other disposition of equipment, inventory, accounts receivable or other assets in the ordinary course of business;

        (5)   the sale or other disposition of cash or Cash Equivalents;

        (6)   any Tax Benefit Transaction; and

        (7)   a Restricted Payment or Permitted Investment that is permitted by Section 4.10 hereof.

        "Asset Swap" means an exchange of assets by the Company or a Restricted Subsidiary for:

        (1)   one or more Permitted Businesses;

        (2)   a controlling equity interest in any Person whose assets consist primarily of one or more Permitted Businesses; provided such Person becomes a Restricted Subsidiary; and/or

        (3)   long-term assets that are used in a Permitted Business in a like-kind exchange or transfer pursuant to Section 1031 of the Code or any similar or successor provision of the Code or Sections 51, 85, 85.1, 86, 87 or 88(1) of the Income Tax Act (Canada) or any similar or successor provisions of the Income Tax Act (Canada).

        "Attributable Debt" in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

        "Back-to-Back Debt" means any loans made or debt instruments issued as part of a Back-to-Back Transaction and in which each party to such Back-to-Back Transaction, other than a Vidéotron Entity, executes a subordination agreement in favor of the Holders in substantially the form attached hereto as Exhibit F.

        "Back-to-Back Preferred Shares" means Preferred Shares issued:

2

        (1)   to a Vidéotron Entity by an Affiliate of the Company in circumstances where, immediately prior to or after, as the case may be, the issuance of such Preferred Shares, an Affiliate of such Vidéotron Entity has loaned on an unsecured basis to such Vidéotron Entity, or an Affiliate of such Vidéotron Entity has subscribed for Preferred Shares of such Vidéotron Entity in, an amount equal to the requisite subscription price for such Preferred Shares;

        (2)   by a Vidéotron Entity to one of its Affiliates in circumstances where, immediately prior to or after, as the case may be, the issuance of such Preferred Shares, such Vidéotron Entity has loaned an amount equal to the proceeds of such issuance to an Affiliate on an unsecured basis; or

        (3)   by a Vidéotron Entity to one of its Affiliates in circumstances where, immediately prior to or after, as the case may be, the issuance of such Preferred Shares, such Vidéotron Entity has used the proceeds of such issuance to subscribe for Preferred Shares issued by an Affiliate;

in each case on terms whereby:

          (i)  the aggregate redemption amount applicable to the Preferred Shares issued to or by such Vidéotron Entity is identical:

(A)

in the case of (1) above, to the principal amount of the loan made or the aggregate redemption amount of the Preferred Shares subscribed for by such Affiliate;



(B)

in the case of (2) above, to the principal amount of the loan made to such Affiliate; or



(C)

in the case of (3) above, to the aggregate redemption amount of the Preferred Shares issued by such Affiliate;

         (ii)  the dividend payment date applicable to the Preferred Shares issued to or by such Vidéotron Entity shall:

(A)

in the case of (1) above, be immediately prior to, or on the same date as, the interest payment date relevant to the loan made or the dividend payment date on the Preferred Shares subscribed for by such Affiliate;



(B)

in the case of (2) above, be immediately after, or on the same date as, the interest payment date relevant to the loan made to such Affiliate; or



(C)

in the case of (3) above, be immediately after, or on the same date as, the dividend payment date on the Preferred Shares issued by such Affiliate;

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

(A)

to a Vidéotron Entity in the case of (1) above, shall be equal to or in excess of the amount of interest payable in respect of the loan made or the amount of dividends provided for in respect of the Preferred Shares subscribed for by such Affiliate;



(B)

by a Vidéotron Entity in the case of (2) above, shall be less than or equal to the amount of interest payable in respect of the loan made to such Affiliate; or



(C)

by a Vidéotron Entity in the case of (3) above, shall be equal to the amount of dividends in respect of the Preferred Shares issued by such Affiliate;

and provided that, in the case of Preferred Shares issued by a Restricted Subsidiary that is not a Subsidiary Guarantor, each holder of such Preferred Shares under such Back-to-Back Transaction, other than such Restricted Subsidiary, executes a subordination agreement in favor of the Holders in substantially the form attached hereto as Exhibit F.

3

        "Back-to-Back Securities" means Back-to-Back Preferred Shares or Back-to-Back Debt or both, as the context requires; provided that a Back-to-Back Security issued by any Restricted Subsidiary that is not a Subsidiary Guarantor (A) shall provide that (i) such Restricted Subsidiary shall suspend any payment on such Back-to-Back Security until such Restricted Subsidiary receives payment on the corresponding Back-to-Back Security in an amount equal to or exceeding the amount to be paid on the Back-to-Back Security issued by such Restricted Subsidiary and (ii) if the holder of such Back-to-Back Security is paid any amount on or with respect to such Back-to-Back Security by such Restricted Subsidiary, then to the extent such amounts are paid out of proceeds in excess of the corresponding payment received by such Restricted Subsidiary on the corresponding Back-to-Back Security held by it, the holder of such Back-to-Back Security will hold such excess payment in trust for the benefit of such Restricted Subsidiary and will forthwith repay such payment to such Restricted Subsidiary and (B) may provide that, notwithstanding clause (A), such Restricted Subsidiary may make payment on such Back-to-Back Security if at the time of payment such Restricted Subsidiary would be permitted to make such payment under Section 4.10 hereof; provided that any payment made pursuant to this clause (B) which is otherwise prohibited under clause (A) would constitute a Restricted Payment.

        "Back-to-Back Transaction" means any of the transactions described under the definition of Back-to-Back Preferred Shares.

        "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or state law for the relief of debtors, the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or any other Canadian federal or provincial law or the law of any other jurisdiction relating to bankruptcy, insolvency, winding up, liquidation, reorganization or relief of debtors.

"Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular "person" (as such term is used in Section 13(d)(3) of the Exchange Act), such "person" shall be deemed to have beneficial ownership of all securities that such "person" has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms "Beneficially Owns" and "Beneficially Owned" shall have corresponding meanings.

        "Board of Directors" means:

        (1)   with respect to a corporation, the board of directors of the corporation;

        (2)   with respect to a partnership, the board of directors of the general partner of the partnership; and

        (3)   with respect to any other Person, the board or committee of such Person serving a similar function.

        "Board Resolution" means a copy of a resolution certified by the secretary or an assistant secretary (or individual performing comparable duties) of the applicable Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee.

        "Business Day" means any day other than a Legal Holiday.

        "Canadian Taxing Authority" means any federal, provincial, territorial or other Canadian government or any authority or agency therein having the power to tax.

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        "Capital Lease Obligation" means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

        "Capital Stock" means:

        (1)   in the case of a corporation, corporate stock;

        (2)   in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

        (3)   in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

        (4)   any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

        "Capital Stock Sale Proceeds" means the aggregate net cash proceeds received by the Company after the Issue Date:

        (1)   as a contribution to the common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock or Back-to-Back Securities); or

        (2)   from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company that have been converted into or exchanged for such Equity Interests,

other than, in either (1) or (2), Equity Interests (or convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities) sold to a Subsidiary of the Company.

        "Cash Equivalents" means:

        (1)   United States dollars or Canadian dollars;

        (2)   investments in securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth, territory or province of the United States of America or Canada, or by any political subdivision or taxing authority thereof, and rated in the "R-1" category by the Dominion Bond Rating Service Limited;

        (3)   certificates of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers' acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of US$500.0 million;

        (4)   repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

        (5)   commercial paper having the highest rating obtainable from Moody's Investors Service, Inc. or Standard & Poor's Rating Services and in each case maturing within one year after the date of acquisition or with respect to commercial paper in Canada, a rating in the "R-1" category by the Dominion Bond Rating Service Limited; and

        (6)   money market funds at least 90% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition.

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        "Change of Control" means the occurrence of any of the following:

        (1)   the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and the Restricted Subsidiaries, taken as a whole, to any "person" (as that term is used in Section 13(d)(3) of the Exchange Act) other than a Permitted Holder or a Related Party;

        (2)   the adoption of a plan relating to the liquidation or dissolution of the Company;

        (3)   the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any Person, other than a Permitted Holder or a Related Party, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Company, measured by voting power rather than number of shares; or

        (4)   during any consecutive two-year period, the first day on which individuals who constituted the Board of Directors of the Company as of the beginning of such two-year period (together with any new directors who were nominated for election or elected to such Board of Directors with the approval of a majority of the individuals who were members of such Board of Directors, or whose nomination or election was previously so approved at the beginning of such two-year period) cease to constitute a majority of the Board of Directors of the Company.

        "Clearstream" means Clearstream Banking S.A. and any successor thereto.

        "Code" means the U.S. Internal Revenue Code of 1986, as amended.

        "Commission" means the U.S. Securities and Exchange Commission and any successor entity thereto.

"Company" means Vidéotron Ltée and any successor thereto.

        "Consolidated Cash Flow" means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus:

        (1)   provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

        (2)   Consolidated Interest Expense of such Person and its Restricted Subsidiaries for such period, including for the purpose of this clause (2) any interest expense on the QMI Subordinated Loan that was otherwise excluded from the definition of Consolidated Interest Expense, in each case to the extent that any such expense was deducted in computing such Consolidated Net Income; plus

        (3)   depreciation, amortization (including amortization of goodwill and other intangibles, but excluding amortization of prepaid cash expenses that were paid in a prior period to the extent such expense is amortized) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents (i) an accrual of or reserve for cash expenses in any future period, or (ii) amortization of a prepaid cash expense that was paid in a prior period to the extent such expense is amortized) of such Person and its Restricted Subsidiaries for such period, to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; minus

        (4)   any interest and other payments made to Persons other than any Vidéotron Entity in respect of Back-to-Back Securities to the extent such interest and other payments were not deducted in computing such Consolidated Net Income; minus

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        (5)   non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business, in each case, on a consolidated basis and determined in accordance with GAAP.

        Notwithstanding the foregoing, the provision for taxes based on the income or profits of, the Consolidated Interest Expense of and the depreciation and amortization and other non-cash expenses of a Restricted Subsidiary shall be added to Consolidated Net Income to compute Consolidated Cash Flow of the Company only to the extent that a corresponding amount would be permitted at the date of determination to be dividended or distributed to the Company by such Restricted Subsidiary without prior governmental approval (unless such approval has been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Restricted Subsidiary or its shareholders.

        "Consolidated Indebtedness" means, with respect to any Person as of any date of determination, without duplication, the total amount of Indebtedness of such Person and its Restricted Subsidiaries, including (i) the total amount of Indebtedness of any other Person, to the extent that such Indebtedness has been guaranteed by the referent Person or one or more of its Restricted Subsidiaries, and (ii) the aggregate liquidation value of all Disqualified Stock of such Person and all Preferred Shares of Restricted Subsidiaries of such Person, in each case, determined on a consolidated basis in accordance with GAAP.

        "Consolidated Interest Expense" means, with respect to any Person, for any period, without duplication, the sum of (i) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued (including, without limitation, amortization of original issue discount, non-cash interest payments, the interest component of any deferred payment Obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts, and other fees, and charges incurred in respect of letter of credit or bankers' acceptance financings), all calculated after taking into account the effect of all Hedging Obligations, (ii) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period, (iii) any interest expense on Indebtedness of another Person that is guaranteed by such Person or any of its Restricted Subsidiaries or secured by a Lien on assets of such Person or any of its Restricted Subsidiaries (whether or not such guarantee or Lien is called upon), (iv) the product of (a) all dividend payments on any series of Preferred Shares of such Person or any of its Restricted Subsidiaries, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state, provincial, territorial and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP, and (v) to the extent not included in clause (iv) above for purposes of GAAP, the product of (a) all dividend payments on any series of Disqualified Stock of such Person or any of its Restricted Subsidiaries, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state, provincial, territorial and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP. Interest and other payments on Back-to-Back Securities, and any accrual, or payment-in-kind, of interest on the QMI Subordinated Loan to the extent that such interest is not paid in cash, shall not be included as Consolidated Interest Expense.

        "Consolidated Net Income" means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided, however, that:

        (1)   the Net Income (but not loss) of any Person that is not a Restricted Subsidiary (other than an Unrestricted Subsidiary) or that is accounted for by the equity method of accounting shall be included; provided, that the Net Income shall be included only to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Restricted Subsidiary thereof;

        (2)   the Net Income of any Restricted Subsidiary shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (unless such approval has been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary or its equityholders;

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        (3)   the Net Income of any Person acquired during the specified period for any period prior to the date of such acquisition shall be excluded;

        (4)   the cumulative effect of a change in accounting principles shall be excluded;

        (5)   the Net Income (but not loss) of any Unrestricted Subsidiary shall be excluded, whether or not distributed to the specified Person or one of its Subsidiaries; provided, however, that for purposes of Sections 4.10 hereof, the Net Income of any Unrestricted Subsidiary shall be included to the extent it would otherwise be included under clause (1) of this definition; and

        (6)   any non-cash compensation expense realized for grants of performance shares, stock options or other rights to officers, directors and employees of the Company or any Restricted Subsidiary shall be excluded, provided that such shares, options or other rights can be redeemed at the option of the holders thereof for Capital Stock of the Company or Quebecor Media (other than in each case Disqualified Stock of the Company).

        "Consolidated Revenues" means the gross revenues of the Company and the Restricted Subsidiaries determined on a consolidated basis in accordance with GAAP; provided that (1) any portion of gross revenues derived directly or indirectly from Unrestricted Subsidiaries, including dividends or distributions from Unrestricted Subsidiaries, shall be excluded from such calculation, and (2) any portion of gross revenues derived directly or indirectly from a Person (other than a Subsidiary of the Company or a Restricted Subsidiary) accounted for by the equity method of accounting shall be included in such calculation only to the extent of the amount of dividends or distributions actually paid to the Company or a Restricted Subsidiary by such Person.

        "Corporate Trust Office of the Trustee" shall be at the address of the Trustee specified in Section 12.02 hereof, or such other address as to which the Trustee may give notice to the Company.

"Credit Agreement" means the amended credit facility between the Company, the guarantor subsidiaries named therein, Royal Bank of Canada, as administrative agent, RBC Dominion Securities Inc., as lead arranger, and the lenders thereto to be entered into on or prior to the Issue Date.

        "Credit Facilities" means, one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities, in each case with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.

        "Currency Exchange Protection Agreement" means, in respect of a Person, any foreign exchange contract, currency swap agreement, currency option or other similar agreement or arrangement designed to protect such Person against fluctuations in currency exchange rates entered into with any commercial bank or other financial institutions having capital and surplus in excess of US$500.0 million.

        "Custodian" means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03(c) hereof as Custodian with respect to the Notes, and any and all successors thereto appointed as custodian hereunder and having become such pursuant to the applicable provisions of this Indenture.

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        "Debt to Cash Flow Ratio" means, as of any date of determination (the "Determination Date"), the ratio of (a) the Consolidated Indebtedness of the Company (excluding the QMI Subordinated Loan) as of such Determination Date to (b) the Consolidated Cash Flow of the Company for the most recently ended fiscal quarter ending immediately prior to such Determination Date for which internal financial statements are available (the "Measurement Period") multiplied by four, determined on a pro forma basis after giving effect to all acquisitions or dispositions of assets made by the Company and the Restricted Subsidiaries from the beginning of such quarters through and including such Determination Date (including any related financing transactions) as if such acquisitions and dispositions had occurred at the beginning of such quarter. For purposes of calculating Consolidated Cash Flow for each Measurement Period immediately prior to the relevant Determination Date, (i) any Person that is a Restricted Subsidiary on the Determination Date (or would become a Restricted Subsidiary on such Determination Date in connection with the transaction that requires the determination of such Consolidated Cash Flow) shall be deemed to have been a Restricted Subsidiary at all times during the applicable Measurement Period; (ii) any Person that is not a Restricted Subsidiary on such Determination Date (or would cease to be a Restricted Subsidiary on such Determination Date in connection with the transaction that requires the determination of such Consolidated Cash Flow) shall be deemed not to have been a Restricted Subsidiary at any time during the applicable Measurement Period; (iii) if the Company or any Restricted Subsidiary shall have in any manner (x) acquired through an Asset Acquisition or (y) disposed of (including by way of an Asset Sale or the termination or discontinuance of activities constituting such operating business) any operating business during the applicable Measurement Period or after the end of such period and on or prior to such Determination Date, such calculation shall be made on a pro forma basis in accordance with GAAP, as if, in the case of an Asset Acquisition, all such transactions (including any related financing transactions) had been consummated on the first day of the applicable Measurement Period, and, in the case of an Asset Sale or termination or discontinuance of activities constituting such operating business, all such transactions (including any related financing transactions) had been consummated prior to the first day of the applicable Measurement Period; (iv) if (A) since the beginning of the applicable Measurement Period, the Company or any Restricted Subsidiary has incurred any Indebtedness that remains outstanding or has repaid any Indebtedness, or (B) the transaction giving rise to the need to calculate the Debt to Cash Flow Ratio is an incurrence or repayment of Indebtedness, Consolidated Interest Expense for such Measurement Period shall be calculated after giving effect on a pro forma basis to such incurrence or repayment as if such Indebtedness was incurred or repaid on the first day of such period, provided that, in the event of any such repayment of Indebtedness, Consolidated Cash Flow for such period shall be calculated as if the Company or such Restricted Subsidiary had not earned any interest income actually earned during such period in respect of the funds used to repay such Indebtedness; and (v) if any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated as if the base interest rate in effect for such floating rate of interest on the Determination Date had been the applicable base interest rate for the entire Measurement Period (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of twelve months). For purposes of this definition, any pro forma calculation shall be made in good faith by a responsible financial or accounting officer of the Company consistent with Article 11 of Regulation S-X of the Securities Act, as such Regulation may be amended.

        "Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

        "Deferred Management Fees" means, for any period, any Management Fees that were payable during any prior period, the payment of which was not effected when due.

        "Definitive Note" means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 or 2.10 hereof, in substantially the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the "Schedule of Exchanges of Interests in the Global Note" attached thereto.

        "Depositary" means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03(b) hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provisions of this Indenture

        "Disqualified Stock" means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, (i) Back-to-Back Preferred Shares shall not constitute Disqualified Stock and (ii) any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the provisions of Section 4.10 hereof. The term "Disqualified Stock" shall also include any options, warrants or other rights that are convertible into Disqualified Stock or that are redeemable at the option of the holder, or required to be redeemed, prior to the date that is 91 days after the date on which the Notes mature.

9

        "Distribution Compliance Period" means the 40-day distribution compliance period as defined in Regulation S.

        "Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

        "Equity Offering" means an offering by the Company of Equity Interests (other than Disqualified Stock or Back-to-Back Securities) of the Company however designated and whether voting or non-voting or an equity contribution by a direct or indirect parent company to the common equity of the Company.

        "Euroclear" means Euroclear Bank, S.A./N.V., as operator of the Euroclear systems, and any successor thereto.

"Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including any successor legislation and rules and regulations.

        "Exchange Notes" means Notes registered under the Securities Act to be exchanged for Notes not so registered, pursuant to and as set forth in a Registration Rights Agreement relating to such an exchange.

        "Exchange Offer" has the meaning set forth in a Registration Rights Agreement relating to an exchange of Notes registered under the Securities Act for Notes not so registered.

        "Exchange Offer Registration Statement" has the meaning set forth in a Registration Rights Agreement.

        "Existing Indebtedness" means Indebtedness of the Company and the Restricted Subsidiaries (other than Indebtedness under the Credit Agreement, but including CF Cable TV Inc.'s Senior Secured First Priority Notes due 2007) in existence on the Issue Date, until such amounts are repaid.

        "GAAP" means generally accepted accounting principles, consistently applied, as in effect in Canada from time to time.

        "Global Note Legend" means the legend set forth in Section 2.06(g)(ii) hereof, which is required to be placed on all Global Notes issued under this Indenture.

        "Global Notes" means the global Notes in the form of Exhibit A hereto issued in accordance with Article 2 hereof.

        "Government Securities" means direct obligations of, or obligations guaranteed by, the United States of America (including any agency or instrumentality thereof) and the payment for which the United States of America pledges its full faith and credit, and which are not callable or redeemable at the issuer's option.

        "guarantee" means, as to any Person, a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness of another Person.

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        "Hedging Obligations" means, with respect to any specified Person, the obligations of such Person pursuant to any Interest Rate Agreement or Currency Exchange Protection Agreement.

        "Holder" means a Person in whose name a Note is registered.

        "Incur" means, with respect to any Indebtedness or other Obligation of any Person, to create, incur, issue, assume, guarantee or otherwise become indirectly or directly liable, contingently or otherwise, with respect of such Indebtedness or other Obligation.

        "Indebtedness" means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent:

        (1)   representing principal of and premium, if any, in respect of borrowed money;

        (2)   representing principal of and premium, if any, evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

        (3)   in respect of bankers' acceptances;

        (4)   representing Capital Lease Obligations of such Person and all Attributable Debt in respect of sale and leaseback transactions entered into by such Person;

        (5)   representing the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable;

        (6)   representing the amount of all obligations of such Person with respect to the repayment of any Disqualified Stock or, with respect to any Subsidiary of such Person, any Preferred Stock (in each case, valued at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued dividends); or

        (7)   representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit, Hedging Obligations, Attributable Debt, Disqualified Stock and Preferred Stock) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term "Indebtedness" includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the guarantee by the specified Person of any Indebtedness of any other Person. For purposes hereof, the "maximum fixed repurchase price" of any Disqualified Stock or Preferred Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined in good faith by the Board of Directors of the issuer of such Disqualified Stock or Preferred Stock. The term "Indebtedness" shall not include Back-to-Back Securities.

        The amount of any Indebtedness described above in clauses (1) through (7) and in the preceding paragraph outstanding as of any date shall be the outstanding balance at such date of all unconditional obligations as described above and, with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation, and shall be:

        (1)   the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount, and

        (2)   the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness;

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provided, however, that if any Indebtedness denominated in a currency other than Canadian dollars is hedged or swapped through the maturity of such Indebtedness under a Currency Exchange Protection Agreement, the amount of such Indebtedness shall be adjusted to the extent of any positive or negative value (to the extent the Obligation under such Currency Exchange Protection Agreement is not otherwise included as Indebtedness of such Person) of such Currency Exchange Protection Agreement.

        "Indenture" means this instrument, as originally executed or as it may from time to time be supplemented or amended in accordance with Article 9 hereof.

        "Indirect Participant" means a Person who holds a beneficial interest in a Global Note through a Participant.

        "Initial Notes" means US$335.0 million aggregate principal amount of Notes issued under this Indenture on the date hereof.

        "Institutional Accredited Investor" means an institution that is an "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

"Interest Payment Dates" shall have the meaning set forth in paragraph 1 of each Note.

        "Interest Rate Agreement" means, for any Person, any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other similar agreement or arrangement designed to protect against fluctuations in interest rates entered into with any commercial bank or other financial institution having capital and surplus in excess of US$500.0 million.

        "Investments" means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans or other extensions of credit (including guarantees, but excluding advances to customers or suppliers in the ordinary course of business that are, in conformity with GAAP, recorded as accounts receivable, prepaid expenses or deposits on the balance sheet of the Company or its Restricted Subsidiaries and endorsements for collection or deposit arising in the ordinary course of business), advances (excluding commission, travel and similar advances to officers and employees made consistent with past practices), capital contributions (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP and include the designation of a Restricted Subsidiary as an Unrestricted Subsidiary. If the Company or any Restricted Subsidiary sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company, the Company shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Investment in such Restricted Subsidiary not sold or disposed of in an amount determined as provided in Section 4.10(c) hereof. The acquisition by the Company or any Restricted Subsidiary of a Person that holds an Investment in a third Person shall be deemed to be an Investment by the Company or such Restricted Subsidiary in such third Person in an amount equal to the fair market value of the Investment held by the acquired Person in such third Person in an amount determined as provided in Section 4.10(c) hereof.

        "Issue Date" means October 8, 2003.

        "Legal Holiday" means a Saturday, a Sunday or a day on which banking institutions in each of the City of New York, Montréal, the city in which the Corporate Trust Office of the Trustee is located or any other place of payment on the Notes are authorized by law, regulation or executive order to remain closed.

        "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest, hypothecation, assignment for security or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or capital lease or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

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        "Letter of Transmittal" means the letter of transmittal, or its electronic equivalent in accordance with the Applicable Procedures, to be prepared by the Company and sent to all Holders of the Initial Notes or any Additional Notes for use by such Holders in connection with an Exchange Offer.

        "Management Fees" means any amounts payable by the Company or any Restricted Subsidiary in respect of management or similar services.

        "Net Income" means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Shares dividends, excluding, however:

        (1)   any gain (or loss), together with any related provision for taxes on such gain (or loss), realized in connection with: (a) any Asset Sale (without regard to the $1.0 million limitation set forth in the definition thereof) or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and

        (2)   any extraordinary gain (or loss), together with any related provision for taxes on such extraordinary gain (or loss).

        "Net Proceeds" means the aggregate cash proceeds received by the Company or any Restricted Subsidiary in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of (a) the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, (b) any relocation expenses incurred as a result of the Asset Sale, (c) taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, (d) amounts required to be applied to the repayment of Indebtedness or other liabilities, secured by a Lien on the asset or assets that were the subject of such Asset Sale, or required to be paid as a result of such sale, (e) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP, and (f) all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures of the Company or such Restricted Subsidiary as a result of such Asset Sale.

        "Non-Recourse Debt" means Indebtedness:

        (1)   as to which neither the Company nor any Restricted Subsidiary (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise or (c) constitutes the lender;

        (2)   no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit, upon notice, lapse of time or both, any holder of any other Indebtedness (other than the Notes) of the Company or any Restricted Subsidiary to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its Stated Maturity; and

        (3)   as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Company or any Restricted Subsidiary.

        "Obligations" means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

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        "Officer" means the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice President of the Company.

        "Officers' Certificate" means a certificate signed by two Officers of the Company, at least one of whom shall be the principal executive officer, principal financial officer or the principal accounting officer of the Company, and delivered to the Trustee.

        "Opinion of Counsel" means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Company, an Affiliate of the Company or the Trustee.

        "Participant" means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively, and, with respect to DTC, shall include Euroclear and Clearstream.

        "Permitted Business" means the businesses conducted by the Company and its Restricted Subsidiaries in the cable and telecommunications industry, including on-line internet services, telephony and the sale and rental of videocassettes, or anything related or ancillary thereto.

        "Permitted Holders" means one or more of the following persons or entities:

        (1)   Quebecor Inc.;

        (2)   Quebecor Media;

        (3)   any issue of the late Pierre Péladeau;

        (4)   any trust having as its sole beneficiaries one or more of the persons listed in clause (3) above;

        (5)   any corporation, partnership or other entity controlled by one or more of the persons or trusts referred to in clause (3) or (4) above or in this clause (5); and

        (6)   Capital Communications CDPQ Inc.

        "Permitted Investments" means:

        (1)   any Investment in the Company or in a Restricted Subsidiary;

        (2)   any Investment in cash or Cash Equivalents;

        (3)   any Investment by the Company or any Restricted Subsidiary in a Person, if as a result of such Investment:

        (a)   such Person becomes a Restricted Subsidiary; or

        (b)   such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or any Restricted Subsidiary,

provided that, in each case, such Person's primary business is a Permitted Business;

        (4)   any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the provisions of Section 4.12 hereof;

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        (5)   any acquisition of assets solely in exchange for the issuance of Equity Interests (other than Disqualified Stock or Back-to-Back Securities) of the Company;

        (6)   Hedging Obligations entered into in the ordinary course of business of the Company or any Restricted Subsidiary and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates or foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder;

        (7)   payroll, travel and similar advances to officers, directors and employees of the Company and the Restricted Subsidiaries for business-related travel expenses, moving expenses and other similar expenses that are expected at the time of such advances ultimately to be treated as expenses in accordance with GAAP;

        (8)   any Investment in connection with Back-to-Back Transactions;

        (9)   any Investment existing on the Issue Date; and

        (10) other Investments in any Person that is not an Affiliate of the Company (other than a Restricted Subsidiary) having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (10) since the Issue Date not to exceed US$50.0 million.

        "Permitted Liens" means:

        (1)   Liens on the assets of the Company and any Restricted Subsidiaries securing Indebtedness and other Obligations of the Company and Restricted Subsidiaries under Credit Facilities, which Indebtedness was permitted by the terms of this Indenture to be incurred, provided, however, that the aggregate principal amount of such Indebtedness secured by such Liens shall not exceed an aggregate of Cdn$650.0 million at any one time outstanding;

        (2)   Liens in favor of the Company or a Restricted Subsidiary;

        (3)   Liens on property of a Person existing at the time such Person is merged with or into or consolidated or amalgamated with the Company or any Restricted Subsidiary, provided that such Liens were in existence prior to the contemplation of such merger, consolidation or amalgamation and do not extend to any assets other than those of the Person merged into or consolidated or amalgamated with the Company or the Restricted Subsidiary;

        (4)   Liens on property existing at the time of acquisition thereof by the Company or any Restricted Subsidiary, provided that such Liens were in existence prior to the contemplation of such acquisition and do not extend to any assets other than such property;

        (5)   Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

        (6)   Liens to secure Indebtedness (including Capital Lease Obligations) permitted by Section 4.09(b)(4) hereof covering only the assets acquired with such Indebtedness;

        (7)   Liens existing on the Issue Date;

        (8)   Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor;

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        (9)   Liens securing Permitted Refinancing Indebtedness, provided that any such Lien does not extend to or cover any property, Capital Stock or Indebtedness other than the property, shares or debt securing the Indebtedness so refunded, refinanced or extended;

        (10) attachment or judgment Liens not giving rise to a Default or an Event of Default;

        (11) Liens incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security;

        (12) Liens incurred or deposits made to secure the performance of tenders, bids, leases, statutory or regulatory obligations, bankers' acceptance, surety and appeal bonds, government contracts, performance and return-of-money bonds and other obligations of a similar nature incurred in the ordinary course of business, exclusive of Obligations for the payment of borrowed money;

        (13) licenses, permits, reservations, servitudes, easements, rights-of-way and rights in the nature of easements (including, without limiting the generality of the foregoing, licenses, easements, rights-of-way and rights in the nature of easements for railways, sidewalks, public ways, sewers, drains, gas or oil pipelines, steam, gas and water mains or electric light and power, or telephone and telegraph or cable television conduits, poles, wires and cables, reservations, limitations, provisos and conditions expressed in any original grant from any governmental entity or other grant of real or immovable property, or any interest therein) and zoning land use and building restrictions, by-laws, regulations and ordinances of federal, provincial, regional, state, municipal and other governmental authorities in respect of real property not interfering, individually or in the aggregate, in any material respect with the use of the affected real property for the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries at such real property;

        (14) Liens of franchisors or other regulatory bodies arising in the ordinary course of business;

        (15) Liens securing reimbursement obligations with respect to letters of credit that encumber documents and other property relating to such letters of credit and the products and proceeds thereof;

        (16) Liens encumbering customary initial deposits and margin deposits, and other Liens that are within the general parameters customary in the industry and incurred in the ordinary course of business, in each case, securing Indebtedness under Hedging Obligations and forward contracts, options, future contracts, future options or similar agreements or arrangements, including mark-to-market transactions designed solely to protect the Company or any Restricted Subsidiary from fluctuations in interest rates, currencies or the price of commodities;

        (17) Liens consisting of any interest or title of licensor in the property subject to a license;

        (18) Liens arising from sales or other transfers of accounts receivable which are past due or otherwise doubtful of collection in the ordinary course of business;

        (19) any extensions, substitutions, replacements or renewals of the foregoing clauses (2) through (18); and

        (20) Liens incurred in the ordinary course of business of the Company or any Restricted Subsidiary with respect to Obligations that do not exceed US$25 million at any one time outstanding.

        "Permitted Refinancing Indebtedness" means any Indebtedness of the Company or any Restricted Subsidiary issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Company or any Subsidiary Guarantor (other than intercompany Indebtedness); provided, however, that:

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        (1)   the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest thereon and the amount of any reasonably determined premium necessary to accomplish such refinancing and such reasonable expenses incurred in connection therewith);

        (2)   such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

        (3)   if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Notes or the Subsidiary Guarantees, such Permitted Refinancing Indebtedness is subordinated in right of payment to, the Notes on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

        (4)   if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is pari passu in right of payment with the Notes or any Subsidiary Guarantees, such Permitted Refinancing Indebtedness is pari passu with, or subordinated in right of payment to, the Notes or such Subsidiary Guarantees; and

        (5)   such Indebtedness is incurred either by the Company, a Subsidiary Guarantor or by the Restricted Subsidiary who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

        "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

        "Predecessor Note" of any particular Note means every previous Note evidencing all or a portion of the same Indebtedness as that evidenced by such particular Note; and any Note authenticated and delivered under Section 2.07 in lieu of a lost, destroyed or stolen Note shall be deemed to evidence the same Indebtedness as the lost, destroyed or stolen Note.

        "Preferred Shares" means any Capital Stock of a Person, however designated, which entitles the holder thereof to a preference with respect to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of any other class of Capital Stock issued by such Person.

        "Private Placement Legend" means the legend set forth in Section 2.06(g)(i) hereof to be placed on all Notes issued under this Indenture except as otherwise permitted by the provisions of this Indenture.

        "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

"QMI Subordinated Loan" means the Indebtedness owed by the Company to Quebecor Media pursuant to the Subordinated Loan Agreement dated March 24, 2003 between the Company and Quebecor Media, as amended.

        "Quebecor Media" means Quebecor Media Inc., the parent of the Company.

        "Registration Rights Agreement" means the Registration Rights Agreement, dated as of the Issue Date, among the Company, each Subsidiary Guarantor and the initial purchasers named therein, as such agreement may be amended, modified or supplemented from time to time and, with respect to any Additional Notes, one or more registration rights agreements between the Company and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Company to the purchasers of Additional Notes to register such Additional Notes, or exchange such Additional Notes for registered notes, under the Securities Act.

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        "Regular Record Date" for the interest payable on any Interest Payment Date means the applicable date specified as a "Record Date" on the face of the Note.

        "Regulation S" means Regulation S promulgated under the Securities Act.

        "Regulation S Global Note" means a Global Note in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with and registered in the name of the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold for initial resale in reliance on Rule 904.

        "Related Party" means:

        (1)   any controlling shareholder, 80% (or more) owned Subsidiary, or immediate family member (in the case of an individual) of any Permitted Holder, or

        (2)   any trust, corporation, partnership or other entity, the beneficiaries, shareholders, partners, owners or Persons beneficially holding an 80% or more controlling interest of which consist of any one or more Permitted Holder and/or such other Persons referred to in the immediately preceding clause (1).

        "Responsible Officer," when used with respect to the Trustee, means any officer within the Corporate Trust Department of the Trustee (or any successor group of the Trustee) with direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject.

        "Restricted Definitive Note" means one or more Definitive Notes bearing the Private Placement Legend.

        "Restricted Global Notes" means 144A Global Notes and Regulation S Global Notes.

        "Restricted Investment" means an Investment other than a Permitted Investment.

        "Restricted Payment" means:

        (1)   the declaration or payment of any dividend or the making of any other payment or distribution on account of the Company's or any Restricted Subsidiary's Equity Interests, including, without limitation, any payment in connection with any merger or consolidation involving the Company or any Restricted Subsidiary, or to the direct or indirect holders of the Company's or any Restricted Subsidiary's Equity Interests in their capacity as such, other than dividends, payments or distributions payable in Equity Interests (other than Disqualified Stock or Back-to-Back Securities) of the Company or to the Company or a Restricted Subsidiary (and, if such Restricted Subsidiary is not a Wholly Owned Restricted Subsidiary, to the other shareholders of such Restricted Subsidiary on a pro rata basis or on a basis that results in the receipt by the Company or a Restricted Subsidiary of dividends or distributions of greater value than it would receive on a pro rata basis);

        (2)   the purchase, redemption or other acquisition or retirement for value, including, without limitation, in connection with any merger or consolidation involving the Company, of any Equity Interests of the Company, other than such Equity Interests of the Company held by the Company or any of its Restricted Subsidiaries;

        (3)   the making of any payment on or with respect to, or the purchase, redemption, defeasance or other acquisition or retirement for value of any Back-to-Back Securities or Indebtedness that is subordinated to the Notes or the Subsidiary Guarantees, except, in the case of Indebtedness that is subordinated to the Notes or Subsidiary Guarantees (other than Back-to-Back Securities and the QMI Subordinated Loan), a payment of interest at the Stated Maturity of such interest or principal at or within one year of the Stated Maturity of principal of such Indebtedness; provided that any accretion or payment-in-kind of interest on the QMI Subordinated Loan, to the extent such accretion or payment is not made in cash, will not be a Restricted Payment;

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        (4)   any Restricted Investment; or

        (5)   the payment of any amount of Management Fees (including Deferred Management Fees) to a Person other than the Company or a Restricted Subsidiary.

        "Restricted Subsidiary" means any Subsidiary of the Company that is not an Unrestricted Subsidiary.

        "Rule 144" means Rule 144 promulgated under the Securities Act.

        "Rule 144A" means Rule 144A promulgated under the Securities Act.

        "Rule 903" means Rule 903 promulgated under the Securities Act.

        "Rule 904" means Rule 904 promulgated under the Securities Act.

"sale and leaseback transaction" means, with respect to any Person, any transaction involving any of the assets or properties of such Person whether now owned or hereafter acquired, whereby such Person sells or transfers such assets or properties and then or thereafter leases such assets or properties or any part thereof or any other assets or properties which such Person intends to use for substantially the same purpose or purposes as the assets or properties sold or transferred.

        "Securities Act" means the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder, including any successor legislation and rules and regulations.

        "Shelf Registration Statement" has the meaning set forth in any Registration Rights Agreement relating to registering Notes under the Securities Act.

        "Significant Subsidiary" means any Subsidiary that would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the Issue Date.

        "Special Interest" has the meaning set forth in any Registration Rights Agreement and relating to amounts to be paid in the event the Company fails to satisfy certain conditions set forth therein. For all purposes of this Indenture, the term "interest" shall include Special Interest, if any, with respect to the Notes.

        "Stated Maturity" means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

        "Subordinated Indebtedness" means any Indebtedness of the Company or any Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter incurred) that is subordinate or junior in right of payment to the Notes or any Subsidiary Guarantee pursuant to a written agreement to that effect.

        "Subsidiary" means, with respect to any specified Person:

        (1)   any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

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        (2)   any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof).

        "Subsidiary Guarantee" means a guarantee on the terms set forth in this Indenture by a Subsidiary Guarantor of the Company's obligations with respect to the Notes.

        "Subsidiary Guarantor" means (1) each Restricted Subsidiary on the Issue Date other than Société D'Édition Et De Transcodage T.E. Ltée, CF Cable TV Inc. and their respective Subsidiaries and (2) any other Person that becomes a Subsidiary Guarantor pursuant to the provisions of Section 4.19 hereof or who otherwise executes and delivers a supplemental indenture to the Trustee providing for a Subsidiary Guarantee, and in each case their respective successors and assigns until released from their obligations under their Subsidiary Guarantees and this Indenture in accordance with the terms hereof.

        "Tax" means any tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and any other liabilities related thereto).

        "Tax Benefit Transaction" means, for so long as the Company is a direct or indirect Subsidiary of Quebecor Inc., any transaction between a Vidéotron Entity and Quebecor Inc. or any of its Affiliates, the primary purpose of which is to create tax benefits for any Vidéotron Entity or for Quebecor Inc. or any of its Affiliates; provided, however, that (1) the Vidéotron Entity involved in the transaction obtains a favorable tax ruling from a competent tax authority or a favorable tax opinion from a nationally recognized Canadian law or accounting firm having a tax practice of national standing as to the tax efficiency of the transaction for such Vidéotron Entity; (2) the Company delivers to the Trustee (a) a resolution of the Board of Directors of the Company to the effect the transaction will not prejudice the Holders and certifying that such transaction has been approved by a majority of the disinterested members of such Board of Directors and (b) an opinion as to the fairness to such Vidéotron Entity of such transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing in the United States or Canada, provided that such an opinion shall not be required for Tax Benefit Transactions in amounts not exceeding Cdn$1.0 million (and not exceeding in the aggregate Cdn$10.0 million for the preceeding 12-month period); (3) such transaction is set forth in writing; and (4) the Consolidated Cash Flow of the Company is not reduced after giving pro forma effect to the transaction as if the same had occurred at the beginning of the most recently ended full fiscal quarter of the Company for which internal financial statements are available; provided, however, that if such transaction shall thereafter cease to satisfy the preceding requirements as a Tax Benefit Transaction, it shall thereafter cease to be a Tax Benefit Transaction for purposes of this Indenture and shall be deemed to have been effected as of such date and, if the transaction is not otherwise permitted by this Indenture as of such date, the Company shall be in default under this Indenture if such transaction does not comply with the preceding requirements or is not otherwise unwound within 30 days of that date.

        "TIA" means the U.S. Trust Indenture Act of 1939, as amended, and the rules and regulations thereunder, including any successor legislation and rules and regulations.

        "Trustee" means the Person named as the "Trustee" in the first paragraph of this Indenture until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Trustee" shall mean such successor Trustee.

        "Unrestricted Definitive Notes" means one or more Definitive Notes that do not and are not required to bear the Private Placement Legend.

        "Unrestricted Global Notes" means one or more Global Notes that do not and are not required to bear the Private Placement Legend and are deposited with and registered in the name of the Depositary or its nominee.

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        "Unrestricted Subsidiary" means:

        (1)   any Subsidiary of the Company that is designated after the Issue Date as an Unrestricted Subsidiary as permitted or required pursuant to the provisions of Section 4.17 hereof and is not thereafter redesignated as a Restricted Subsidiary as permitted pursuant thereto; and

        (2)   any Subsidiary of an Unrestricted Subsidiary.

        "Vidéotron Entity" means any of the Company or any of its Restricted Subsidiaries.

        "Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

        "Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

        (1)   the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

        (2)   the then outstanding principal amount of such Indebtedness.

        "Wholly Owned Restricted Subsidiary" of any specified Person means a Restricted Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors' qualifying shares) will at the time be owned by such Person or by one or more Wholly Owned Restricted Subsidiaries of such Person.

Section 1.02.Other Definitions.

Term	Defined in Section
"Acceleration Notice"	6.02
"Additional Amounts"	4.20(a)(3)
"Affiliate Transaction"	4.14(a)
"Asset Sale Offer"	4.12(e)
"Authentication Order"	2.02(d)
"Base Currency"	12.13(a)
"Benefited Party"	10.01
"Change of Control Offer"	4.18(a)
"Change of Control Amount"	4.18(a)
"Covenant Defeasance"	8.03
"DTC"	2.03(b)
"Event of Default"	6.01
"Excess Proceeds"	4.12
"Excluded Holder"	4.20(b)
"First Currency"	12.14
"judgment currency"	12.13(a)
"Legal Defeasance"	8.02
"losses"	7.07
"Offer Amount"	3.09(b)(ii)
"Offer Period"	3.09(c)
"Offer to Purchase"	3.09(a)
"Paying Agent"	2.03(a)
"Payment Default"	6.01(v)(a)

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"Permitted Debt"	4.09(b)
"Purchase Date"	3.09(c)
"rate(s) of exchange"	12.13
"Registrar"	2.03(a)
"Security Register"	3.03
"Surviving Company"	5.01(a)(1)
"Surviving Guarantor"	5.01(b)(1)

Section 1.03.Incorporation by Reference of Trust Indenture Act.

        (a)   Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.

        (b)   The following TIA terms used in this Indenture have the following meanings:

"indenture securities" means the Notes;

"indenture security holder" means a Holder of a Note;

"indenture to be qualified" means this Indenture;

"indenture trustee" or "institutional trustee" means the Trustee; and

"obligor" on the Notes means the Company and any successor obligor upon the Notes.

        (c)   All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule under the TIA and not otherwise defined herein have the meanings so assigned to them.

Section 1.04.Rules of Construction.

        (a)   Unless the context otherwise requires:

          (i)  a term has the meaning assigned to it;

         (ii)  an accounting term not otherwise defined herein has the meaning assigned to it in accordance with GAAP;

        (iii)  "or" is not exclusive;

        (iv)  words in the singular include the plural, and in the plural include the singular;

         (v)  all references in this instrument to "Articles," "Sections" and other subdivisions are to the designated Articles, Sections and subdivisions of this instrument as originally executed;

        (vi)  the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

       (vii)  "including" means "including without limitation;"

      (viii)  provisions apply to successive events and transactions; and

        (ix)  references to sections of or rules under the Securities Act, the Exchange Act or the TIA shall be deemed to include substitute, replacement or successor sections or rules adopted by the Commission from time to time thereunder.

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ARTICLE 2.

THE NOTES

Section 2.01.Form and Dating.

        (a)   General.    The Notes and the Trustee's certificate of authentication shall be substantially in the form included in Exhibit A hereto, which is hereby incorporated in and expressly made part of this Indenture. The Notes may have notations, legends or endorsements required by law, exchange rule or usage in addition to those set forth on Exhibit A. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of US$1,000 and integral multiples thereof. The terms and provisions contained in the Notes shall constitute a part of this Indenture, and the Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. To the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

        (b)   Form of Notes.    Notes shall be issued initially in global form and shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the "Schedule of Exchanges of Interests in the Global Note" attached thereto). Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

        (c)   Book-Entry Provisions.    This Section 2.01(c) shall apply only to Global Notes deposited with the Trustee, as custodian for the Depositary. Participants and Indirect Participants shall have no rights under this Indenture or any Global Note with respect to any Global Note held on their behalf by the Depositary or by the Trustee as custodian for the Depositary, and the Depositary shall be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Participants or Indirect Participants, the Applicable Procedures or the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Note.

        (d)   Euroclear and Clearstream Procedures Applicable.    The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "General Terms and Conditions of Clearstream" and "Customer Handbook" of Clearstream shall be applicable to transfers of beneficial interests in Global Notes that are held by Participants through Euroclear or Clearstream.

Section 2.02.Execution and Authentication.

        (a)   One Officer shall execute the Notes on behalf of the Company by manual or facsimile signature.

        (b)   If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated by the Trustee, the Note shall nevertheless be valid.

        (c)   A Note shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture.

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        (d)   The Trustee shall, upon a written order of the Company signed by an Officer (an "Authentication Order"), authenticate Notes for original issue.

        (e)   The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent shall have the same rights as an Agent with respect to Holders.

Section 2.03.Registrar and Paying Agent.

        (a)   The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange ("Registrar") and an office or agency where Notes may be presented for payment ("Paying Agent"). The Registrar shall keep a register of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term "Registrar" includes any co-registrar and the term "Paying Agent" includes any additional paying agent. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

        (b)   The Company initially appoints The Depository Trust Company ("DTC") to act as Depositary with respect to the Global Notes.

        (c)   The Company initially appoints the Trustee to act as Registrar and Paying Agent and to act as Custodian with respect to the Global Notes, and the Trustee hereby agrees so to initially act.

Section 2.04.Paying Agent to Hold Money in Trust.

        The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all funds held by it relating to the Notes to the Trustee. The Company at any time may require a Paying Agent to pay all funds held by it relating to the Notes to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for such funds. If the Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all funds held by it as Paying Agent. Upon any Event of Default under Sections 6.01(viii) and (ix) hereof relating to the Company, the Trustee shall serve as Paying Agent for the Notes.

Section 2.05.Holder Lists.

        The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA §312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least seven Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date or such shorter time as the Trustee may allow, as the Trustee may reasonably require of the names and addresses of the Holders and the Company shall otherwise comply with TIA §312(a).

Section 2.06.Transfer and Exchange.

        (a)   Transfer and Exchange of Global Notes.    A Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Company shall exchange Global Notes for Definitive Notes if: (1) the Company delivers to the Trustee a notice from the Depositary that the Depositary is unwilling or unable to continue to act as Depositary for the Global Notes or that it has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (2) the Company at its option determines that the Global Notes shall be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) a Default or Event of Default shall have occurred and be continuing. Upon the occurrence of any of the preceding events in clauses (1), (2) or (3) above, Definitive Notes shall be issued in denominations of US$1,000 or integral multiples thereof and in such names as the Depositary shall instruct the Trustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Except as provided above, every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), and beneficial interests in a Global Note may not be transferred and exchanged other than as provided in Section 2.06(b), (c) or (f) hereof.

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        (b)   Transfer and Exchange of Beneficial Interests in the Global Notes.    The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in Global Notes also shall require compliance with either clause (i) or (ii) below, as applicable, as well as one or more of the other following clauses, as applicable:

        (i)    Transfer of Beneficial Interests in the Same Global Note.    Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend and any Applicable Procedures; provided, however, that prior to the expiration of the Distribution Compliance Period, transfers of beneficial interests in Regulation S Global Note may not be made to or for the account or benefit of a "U.S. Person" (as defined in Rule 902(k) of Regulation S) (other than a "distributor" (as defined in Rule 902(d) of Regulation S)). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. Except as may be required by any Applicable Procedures, no written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i).

        (ii)   All Other Transfers and Exchanges of Beneficial Interests in Global Notes.    In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(i) above, the transferor of such beneficial interest must deliver to the Registrar either (A)(1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) if permitted under Section 2.06(a) hereof, (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (B)(1) above. Upon consummation of an Exchange Offer by the Company in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

        (iii)  Transfer of Beneficial Interests in a Restricted Global Note to Another Restricted Global Note.    A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) above and the Registrar receives the following:

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        (A)  if the transferee will take delivery in the form of a beneficial interest in a 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and

        (B)  if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

        (iv)  Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note.    A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) above and:

        (A)  such exchange or transfer is effected pursuant to an Exchange Offer in accordance with a Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications in the applicable Letter of Transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by such Registration Rights Agreement;

        (B)  such transfer is effected pursuant to a Shelf Registration Statement in accordance with a Registration Rights Agreement;

        (C)  such transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement in accordance with a Registration Rights Agreement; or

        (D)  the Registrar receives the following:

        (1)   if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

        (2)   if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this clause (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer shall be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall no longer be required in order to maintain compliance with the Securities Act.

        If any such transfer is effected pursuant to clause (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall execute and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to clause (B) or (D) above.

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        (v)   Transfer or Exchange of Beneficial Interests in Unrestricted Global Notes for Beneficial Interests in Restricted Global Notes Prohibited.    Beneficial interests in an Unrestricted Global Note may not be exchanged for, or transferred to Persons who take delivery thereof in the form of, beneficial interests in a Restricted Global Note.

        (c)   Transfer or Exchange of Beneficial Interests for Definitive Notes.

        (i)    Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes.    Subject to Section 2.06(a) hereof, if any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation:

        (A)  if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

        (B)  if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

        (C)  if such beneficial interest is being transferred to a "non-U.S. Person" (as defined in Rule 902(k) of Regulation S) in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

        (D)  if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

        (E)  if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in clauses (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, as applicable; or

        (F)  if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof,

the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the applicable Restricted Global Note, and the Company shall execute and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver a Restricted Definitive Note in the appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder. Any Restricted Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall designate in such instructions. The Trustee shall deliver such Restricted Definitive Notes to the Persons in whose names such Notes are so registered. Any Restricted Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

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        (ii)   Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes.    Subject to Section 2.06(a) hereof, a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:

        (A)  such exchange or transfer is effected pursuant to an Exchange Offer in accordance with a Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications in the applicable Letter of Transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by such Registration Rights Agreement;

        (B)  such transfer is effected pursuant to a Shelf Registration Statement in accordance with a Registration Rights Agreement;

        (C)  such transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement in accordance with a Registration Rights Agreement; or

        (D)  the Registrar receives the following:

        (1)   if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

        (2)   if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this clause (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer shall be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall no longer be required in order to maintain compliance with the Securities Act.

        Upon satisfaction of the conditions of any of the clauses of this Section 2.06(c)(ii) the Company shall execute, and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder, and the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the applicable Restricted Global Note.

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        (iii)  Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes.    Subject to Section 2.06(a) hereof, if any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note, then, upon satisfaction of the applicable conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the applicable Unrestricted Global Note, and the Company shall execute and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder. Any Unrestricted Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iii) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall designate in such instructions. The Trustee shall deliver such Unrestricted Definitive Notes to the Persons in whose names such Notes are so registered. Any Unrestricted Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iii) shall not bear the Private Placement Legend.

(d)   Transfer and Exchange of Definitive Notes for Beneficial Interests.

        (i)    Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes.    If any holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

        (A)  if the holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

        (B)  if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; or

        (C)  if such Restricted Definitive Note is being transferred to a "non-U.S. Person" (as defined in Rule 902(k) of Regulation S) in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof,

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, a 144A Global Note, and in the case of clause (C) above, a Regulation S Global Note.

        (ii)   Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.    A holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

        (A)  such exchange or transfer is effected pursuant to a Exchange Offer in accordance with a Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, makes such certifications in the applicable Letter of Transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by such Registration Rights Agreement;

        (B)  such transfer is effected pursuant to a Shelf Registration Statement in accordance with a Registration Rights Agreement;

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        (C)  such transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement in accordance with a Registration Rights Agreement; or

        (D)  the Registrar receives the following:

        (1)   if the holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

        (2)   if the holder of such Restricted Definitive Note proposes to transfer such Note to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this clause (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer shall be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall no longer be required in order to maintain compliance with the Securities Act.

        Upon satisfaction of the conditions of any of the clauses in this Section 2.06(d)(ii), the Trustee shall cancel such Restricted Definitive Note and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the Unrestricted Global Note.

        (iii)  Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.    A holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Unrestricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of one of the Unrestricted Global Notes.

        (iv)  Transfer or Exchange of Unrestricted Definitive Notes to Beneficial Interests in Restricted Global Notes Prohibited.    An Unrestricted Definitive Note may not be exchanged for, or transferred to Persons who take delivery thereof in the form of, beneficial interests in a Restricted Global Note.

        (v)   Issuance of Unrestricted Global Notes.    If any such exchange or transfer of a Definitive Note for a beneficial interest in an Unrestricted Global Note is effected pursuant to clause (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

        (e)   Transfer and Exchange of Definitive Notes for Definitive Notes.    Upon request by a holder of Definitive Notes and such holder's compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such holder. In addition, the requesting holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e).

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        (i)    Restricted Definitive Notes to Restricted Definitive Notes.    Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

        (A)  if the transfer will be made pursuant to Rule 144A, a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

        (B)  if the transfer will be made pursuant to Rule 903 or Rule 904, a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

        (C)  if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

        (ii)   Restricted Definitive Notes to Unrestricted Definitive Notes.    Any Restricted Definitive Note may be exchanged by the holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note only if:

        (A)  such exchange or transfer is effected pursuant to an Exchange Offer in accordance with a Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, makes such certifications in the applicable Letter of Transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by such Registration Rights Agreement;

        (B)  any such transfer is effected pursuant to a Shelf Registration Statement in accordance with a Registration Rights Agreement;

        (C)  any such transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement in accordance with a Registration Rights Agreement; or

        (D)  the Registrar receives the following:

        (1)   if the holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

        (2)   if the holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this clause (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer shall be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall no longer be required in order to maintain compliance with the Securities Act.

        Upon satisfaction of the conditions of any of the clauses of Section 2.06(e)(ii) the Trustee shall cancel the prior Restricted Definitive Note and the Company shall execute, and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the appropriate principal amount to the Person designated by the holder of such prior Restricted Definitive Note in instructions delivered to the Registrar by such holder.

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        (iii)  Unrestricted Definitive Notes to Unrestricted Definitive Notes.    A holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holders thereof.

        (f)    Exchange Offer.    Upon the occurrence of an Exchange Offer in accordance with a Registration Rights Agreement, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the applicable Restricted Global Notes (A) tendered for acceptance by Persons that make any and all certifications in the applicable Letters of Transmittal (or are deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by such Registration Rights Agreement, and (B) accepted for exchange in the Exchange Offer and (ii) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes tendered for acceptance by Persons who made the foregoing certification and accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall reduce or cause to be reduced in a corresponding amount the aggregate principal amount of the applicable Restricted Global Notes, and the Company shall execute and the Trustee shall authenticate and deliver to the Persons designated by the holders of Restricted Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate principal amount.

        (g)   Legends.    The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

        (i)    Private Placement Legend.

        (A)  Except as permitted by clause (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

        "THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

        THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH VIDÉOTRON LTÉE (THE "COMPANY") OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS MEETING THE REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE, OR TRANSFER (i) PURSUANT TO CLAUSE (D) OR (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (ii) TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE."

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        (B)  Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to clauses    •    , (c)(ii),     •    ,    •    ,    •    ,    •    ,     •    or    •    to this    •    (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.

        (ii)   Global Note Legend.    Each Global Note shall bear a legend in substantially the following form:

        "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

        UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."

        (h)   Cancellation and/or Adjustment of Global Notes.    At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or cancelled in whole and not in part, each such Global Note shall be returned to or retained and cancelled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

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(i)    General Provisions Relating to Transfers and Exchanges.

        (i)    No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 4.12, 4.18 and 9.05 hereof).

        (ii)   All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company, evidencing the same Indebtedness, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

        (iii)  Neither the Registrar nor the Company shall be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the date of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a record date (including a Regular Record Date) and the next succeeding Interest Payment Date.

        (iv)  Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes, in each case regardless of any notice to the contrary.

        (v)   All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

        (vi)  The Trustee is hereby authorized and directed to enter into a letter of representation with the Depositary in the form provided by the Company and to act in accordance with such letter.

Section 2.07.Replacement Notes.

        If any mutilated Note is surrendered to the Trustee or the Company and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Company shall issue and the Trustee, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, shall authenticate a replacement Note. If required by the Trustee or the Company, the Holder of such Note shall provide indemnity sufficient, in the judgment of the Trustee or the Company, as applicable, to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer in connection with such replacement. If required by the Company, such Holder shall reimburse the Company for its reasonable expenses in connection with such replacement.

        Every replacement Note issued in accordance with this Section 2.07 shall be the valid obligation of the Company evidencing the same Indebtedness as the destroyed, lost or stolen Note and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

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Section 2.08.Outstanding Notes.

        (a)   The Notes outstanding at any time shall be the entire principal amount of Notes represented by all the Global Notes and Definitive Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those subject to reductions in beneficial interests effected by the Trustee in accordance with Section 2.06 hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note shall not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; provided, however, that Notes held by the Company or a Subsidiary of the Company shall be deemed not to be outstanding for purposes of Section 3.07(c) hereof.

        (b)   If a Note is replaced pursuant to Section 2.07 hereof, it shall cease to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

        (c)   If the principal amount of any Note is considered paid under Section 4.01 hereof, it shall cease to be outstanding and interest on it shall cease to accrue.

        (d)   If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date, a Purchase Date or maturity date, funds sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Section 2.09.Treasury Notes.

        In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company, or by any Affiliate of the Company, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that the Trustee knows are so owned shall be so disregarded.

Section 2.10.Temporary Notes.

        Until certificates representing Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of Definitive Notes but may have variations that the Company considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate Global Notes or Definitive Notes in exchange for temporary Notes, as applicable.

        Holders of temporary Notes shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.11.Cancellation.

        The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. Upon sole direction of the Company, the Trustee shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall destroy cancelled Notes (subject to the record retention requirements of the Exchange Act or other applicable laws). Certification of the destruction of all cancelled Notes shall be delivered to the Company from time to time upon request. The Company may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

Section 2.12.Defaulted Interest.

        If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Company shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Company shall fix or cause to be fixed each such special record date and payment date, provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) shall mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

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Section 2.13.CUSIP or ISIN Numbers.

        The Company in issuing the Notes may use "CUSIP" or "ISIN" numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP" or "ISIN" numbers in notices of redemption as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption or notice of an Offer to Purchase and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption or Offer to Purchase shall not be affected by any defect in or omission of such numbers. The Company shall promptly notify the Trustee of any change in the "CUSIP" or "ISIN" numbers.

Section 2.14.Special Interest

        If Special Interest is payable by the Company pursuant to a Registration Rights Agreement and paragraph 1 of the Notes, the Company shall deliver to the Trustee a certificate to that effect stating (i) the amount of such Special Interest that is payable and (ii) the date on which such interest is payable pursuant to Section 4.01 hereof. Unless and until a Responsible Officer of the Trustee receives such a certificate or instruction or direction from the Holders in accordance with the terms of this Indenture, the Trustee may assume without inquiry that no Special Interest is payable. The foregoing shall not prejudice the rights of the Holders with respect to their entitlement to Special Interest as otherwise set forth in this Indenture or the Notes and pursuing any action against the Company directly or otherwise directing the Trustee to take any such action in accordance with the terms of this Indenture and the Notes. If the Company has paid Special Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers' Certificate setting forth the details of such payment.

Section 2.15.Issuance of Additional Notes

        The Company shall be entitled, subject to its compliance with Section 4.09 hereof, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereof, other than with respect to the date of issuance, issue price and rights under a related Registration Rights Agreement, if any. The Initial Notes issued on the date hereof, any Additional Notes and all Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase.

        With respect to any Additional Notes, the Company shall set forth in a Board Resolution and an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information:

        (a)   the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;

        (b)   the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have "original issue discount" within the meaning of Section 1273 of the Code; and

        (c)   whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notes.

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ARTICLE 3.

REDEMPTION AND PREPAYMENT

Section 3.01.Notices to Trustee.

        If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee, at least 45 days but not more than 60 days before a redemption date (or such shorter period as allowed by the Trustee), an Officers' Certificate setting forth (i) the applicable section of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the redemption price.

Section 3.02.Selection of Notes to Be Redeemed.

        If less than all of the Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed among the Holders of the Notes in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or in accordance with any other method the Trustee considers fair and appropriate. In the event of partial redemption by lot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption.

        The Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of US$1,000 or integral multiples of US$1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not an integral multiple of US$1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Section 3.03.Notice of Redemption.

        At least 30 days but not more than 60 days prior to a redemption date, the Company shall mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at such Holder's address appearing in the securities register maintained in respect of the Notes by the Registrar (the "Security Register").

        The notice shall identify the Notes to be redeemed and shall state:

        (a)   the redemption date;

        (b)   the redemption price or if the redemption is made pursuant to Section 3.07(b) hereof a calculation of the redemption price;

        (c)   if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Note;

        (d)   the name and address of the Paying Agent;

        (e)   that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

        (f)    that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date;

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        (g)   the applicable section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

        (h)   that no representation is made as to the correctness of the CUSIP or ISIN numbers, if any, listed in such notice or printed on the Notes.

        At the Company's request, the Trustee shall give the notice of redemption in the Company's name and at its expense; provided, however, that the Company shall have delivered to the Trustee, at least 45 days (or such shorter period allowed by the Trustee) prior to the redemption date, an Officers' Certificate requesting that the Trustee give such notice (in the name and at the expense of the Company) and setting forth the information to be stated in such notice as provided in this Section 3.03.

Section 3.04.Effect of Notice of Redemption.

        Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption shall become irrevocably due and payable on the redemption date at the redemption price. A notice of redemption may not be conditional.

Section 3.05.Deposit of Redemption Price.

        On or prior to 11:00 a.m. Eastern time on the Business Day prior to any redemption date, the Company shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of and accrued and unpaid interest on all Notes to be redeemed on that date. The Trustee or the Paying Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all Notes to be redeemed.

        If the Company complies with the provisions of the preceding paragraph, on and after the redemption date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption in accordance with Section 2.08(d) hereof. If a Note is redeemed on or after a Regular Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such Regular Record Date. If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal from the redemption date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06.Notes Redeemed in Part.

        Upon surrender of a Note that is redeemed in part, the Company shall issue and, upon the Company's written request, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed portion of the Note surrendered.

Section 3.07.Optional Redemption

        (a)   Except as set forth in clauses (b) and (c) of this Section 3.07, the Notes shall not be redeemable at the option of the Company prior to January 15, 2009. Beginning on January 15, 2009, the Company may redeem all or a part of the Notes, at once or over time, in accordance with Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon on the Notes redeemed, to the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on January 15 of the years indicated below:

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Redemption Year	Percentage
2009	103.438%
2010	102.292%
2011	101.146%
2012 and thereafter	100.000%

        (b)   At any time and from time to time prior to January 15, 2007, the Company may on one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under this Indenture at a redemption price (expressed as a percentage of principal amount) equal to 106.875% of the principal amount thereof, plus accrued and unpaid interest thereon to the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings; provided, however, that (i) at least 65% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption shall be made within 90 days of the date of closing of any such Equity Offering.

        (c)   If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than US$20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company's after-tax position, at its option, waive the Company's compliance with the provisions of Section 4.20 hereof with respect to such Holder's Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that Holder's Notes pursuant to this Section 3.07(c).

        (d)   Any prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Section 3.08.Mandatory Redemption.

        Except as set forth in Sections 4.12 and 4.18 hereof, the Company shall not be required to make mandatory redemption or sinking fund payments with respect to, or offers to purchase, the Notes.

Section 3.09.Offers To Purchase.

        (a)   In the event that, pursuant to Section 4.12 or 4.18 hereof, the Company shall be required to commence an Asset Sale Offer or Change of Control Offer (each, an "Offer to Purchase"), it shall follow the procedures specified below.

        (b)   The Company shall commence the Offer to Purchase by sending, by first-class mail, with a copy to the Trustee, to each Holder, at such Holder's address appearing in the Security Register a notice, the terms of which shall govern the Offer to Purchase, stating:

          (i)  that the Offer to Purchase is being made pursuant to this Section 3.09 and Section 4.12 or 4.18, as the case may be, and, in the case of a Change of Control Offer, that a Change of Control has occurred, the transaction or transactions that constitute the Change of Control, and that a Change of Control Offer is being made pursuant to Section 4.18 hereof;

         (ii)  the principal amount of Notes required to be purchased pursuant to Section 4.12 or 4.18 hereof (the "Offer Amount"), the purchase price, the Offer Period and the Purchase Date (each as defined below);

        (iii)  except as provided in clause (ix), that all Notes timely tendered and not withdrawn shall be accepted for payment;

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        (iv)  that any Note not tendered or accepted for payment shall continue to accrue interest;

         (v)  that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest after the Purchase Date;

        (vi)  that Holders electing to have a Note purchased pursuant to the Offer to Purchase may elect to have Notes purchased in integral multiples of US$1,000 only;

       (vii)  that Holders electing to have a Note purchased pursuant to the Offer to Purchase shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;

      (viii)  that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note (or portions thereof) the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

        (ix)  that, in the case of an Asset Sale Offer, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of US$1,000 or integral multiples thereof shall be purchased);

         (x)  that Holders whose Notes were purchased in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)

        (xi)  any other procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment.

        (c)   The Offer to Purchase shall remain open for a period of at least 30 days but no more than 60 days following its commencement, except to the extent that a longer period is required by applicable law (the "Offer Period"). No later than five Business Days after the termination of the Offer Period (the "Purchase Date"), the Company shall purchase the Offer Amount or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase. Payment for any Notes so purchased shall be made in the same manner as interest payments are made.

        (d)   On or prior to the Purchase Date, the Company shall, to the extent lawful:

          (i)  accept for payment (on a pro rata basis to the extent necessary in connection with an Asset Sale Offer) the Offer Amount of Notes or portions of Notes properly tendered pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered;

         (ii)  deposit with the Paying Agent an amount equal to the Offer Amount in respect of all Notes or portions of Notes properly tendered; and

        (iii)  deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company and that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09.

        (e)   The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any event not later than five Business Days after the Purchase Date) deliver to each tendering Holder of Notes properly tendered and accepted by the Company for purchase the Purchase Amount for such Notes, and the Company shall promptly execute and issue a new Note, and the Trustee, upon receipt of an Authentication Order shall authenticate and deliver (or cause to be transferred by book-entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered provided, however, that each such new Note shall be in a principal amount of US$1,000 or an integral multiple of US$1,000. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Offer to Purchase on or as soon as practicable after the Purchase Date.

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        (f)    If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer to Purchase.

        (g)   The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with Section 4.12 or 4.18, as applicable, this Section 3.09 or other provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 4.12 or 4.18, as applicable, this Section 3.09 or such other provision by virtue of such conflict.

        (h)   Other than as specifically provided in this    •    , any purchase pursuant to this    •    shall be made in accordance with the provisions of    •    through 3.06 hereof.

ARTICLE 4.

COVENANTS

Section 4.01.Payment of Notes.

        The Company shall pay or cause to be paid the principal of, premium, if any, and interest on, the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. The Company shall pay Special Interest, if any, in the same manner, on the dates and in the amounts set forth in a Registration Rights Agreement, the Notes and this Indenture. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period.

        The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then in effect; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods), from time to time on demand at the same rate to the extent lawful.

        Interest shall be computed on the basis of a 360-day year of twelve 30-day months. For the purposes of the Interest Act (Canada), the yearly rate of interest which is equivalent to the rate payable hereunder is the rate payable multiplied by the actual number of days in the year and divided by 360.

Section 4.02.Maintenance of Office or Agency.

        (a)   The Company shall maintain in the Borough of Manhattan, The City of New York, an office or agency (which may be an office or drop facility of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be presented or surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company hereby initially designates Wells Fargo Bank, c/o Deutsche Bank, 14 Wall Street, 4th Floor, Window #44, New York, NY 10005, Attn: John Maloney/Account 092192, 212-618-2319, which is a drop facility of the Trustee or an affiliate of the Trustee, as such an office or agency. The Company shall give prompt written notice to the Trustee of any change in the location of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

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        (b)   The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

        (c)   The Company hereby designates the Corporate Trust Office of the Trustee, as one such office, drop facility or agency of the Company in accordance with Section 2.03 hereof.

Section 4.03.Reports.

        (a)   Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding the Company shall file with the Commission, and shall furnish to the Holders and the Trustee:

(1)

within 120 days after the end of each fiscal year of the Company, annual reports on Form 20-F or 40-F, as applicable, or any successor form; and



(2)

(a) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, reports on Form 10-Q or any successor form, or (b) within 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, reports on Form 6-K, or any successor form, which in each case, regardless of applicable requirements, shall, at a minimum, contain a "Management's Discussion and Analysis of Financial Condition and Results of Operations," and, with respect to any such reports, a reconciliation to U.S. GAAP as permitted by the Commission for foreign private issuers.

        (b)   For so long as any Notes remain outstanding, the Company shall furnish to the Holders, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

        (c)   If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by this Section shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and the Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

Section 4.04.Compliance Certificate.

        (a)   The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company and its Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company and its Subsidiaries have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

42

        (b)   The Company shall otherwise comply with TIA §314(a)(2).

        (c)   The Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice in the form of an Officers' Certificate of any Default or Event of Default, its status and what action the Company is taking or proposes to take with respect thereto.

Section 4.05.Taxes.

        The Company shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies, except such as are being contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders.

Section 4.06.Stay, Extension and Usury Laws.

        The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.07.Corporate Existence.

        Subject to Article 5 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its corporate existence, and the corporate, partnership or other existence of each Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such Restricted Subsidiary and (ii) the rights (charter and statutory), licenses and franchises of the Company and the Restricted Subsidiaries; provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any Restricted Subsidiary, if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and the Restricted Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders of the Notes, or that such preservation is not necessary in connection with any transaction not prohibited by this Indenture.

Section 4.08.Payments for Consent.

        The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, pay or cause to be paid any consideration, to or for the benefit of any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Section 4.09.Incurrence of Indebtedness and Issuance of Preferred Shares.

        (a)   The Company shall not, and shall not permit any of its Subsidiaries to, Incur, directly or indirectly, any Indebtedness, including Acquired Debt, and the Company shall not issue any Disqualified Stock and shall not permit any of its Subsidiaries to issue any Preferred Shares; provided, however, that the Company may Incur Indebtedness, including Acquired Debt, or issue Disqualified Stock, and the Subsidiary Guarantors may Incur Indebtedness, including Acquired Debt, or issue Preferred Shares if the Company's Debt to Cash Flow Ratio at the time of Incurrence of such Indebtedness or the issuance of such Disqualified Stock or Preferred Shares, after giving pro forma effect to such Incurrence or issuance as of such date and to the use of proceeds therefrom, taking into account any substantially concurrent transactions related to such Incurrence, as if the same had occurred at the beginning of the most recently ended full fiscal quarter of the Company for which internal financial statements are available, would have been no greater than 5.5 to 1.0.

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        (b)   Paragraph (a) of this Section 4.09 shall not prohibit the Incurrence of any of the following items of Indebtedness or issuances of Preferred Shares (each such item being referred to herein as "Permitted Debt"):

(1)

the Incurrence by the Company or a Subsidiary Guarantor of Indebtedness and letters of credit under Credit Facilities (and the guarantee by CF Cable TV Inc. and its Subsidiaries) in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and the Restricted Subsidiaries thereunder) not to exceed an aggregate of Cdn$469.0 million, less the aggregate amount of all Net Proceeds of Asset Sales applied by the Company or any Restricted Subsidiaries subsequent to the Issue Date to permanently repay Indebtedness under a Credit Facility (and, in the case of any revolving credit Indebtedness, to effect a corresponding commitment reduction thereunder) pursuant to the provisions of Section 4.12 hereof;



(2)

the Incurrence by the Company and the Restricted Subsidiaries of the Existing Indebtedness;



(3)

the Incurrence by (a) the Company of Indebtedness represented by the Initial Notes and the Exchange Notes to be issued in exchange for such Initial Notes and in exchange for any Additional Notes, and (b) the Subsidiary Guarantors of Indebtedness represented by the Subsidiary Guarantees relating to the Initial Notes and the guarantees issued in exchange for such Subsidiary Guarantees and in exchange for the Subsidiary Guarantees relating to any Additional Notes;



(4)

the Incurrence by the Company or a Subsidiary Guarantor of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, Incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of the Company or such Subsidiary Guarantor, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (4), not to exceed US$40.0 million at any time outstanding;



(5)

the Incurrence by the Company or any Subsidiary Guarantor of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness, other than intercompany Indebtedness, that was permitted by this Indenture to be incurred under paragraph (a) or clauses (b)(2), (b)(3) and (b)(4) of this Section 4.09;



(6)

the Incurrence by the Company or any Subsidiary Guarantor of intercompany Indebtedness between or among the Company and any Restricted Subsidiary; provided, however, that:

          (i)  if the Company or any Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of the Company, or the Subsidiary Guarantee, in the case of a Subsidiary Guarantor, and

44

(ii)

(a) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary and (b) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);



(7)

the issuance by the Company or any Restricted Subsidiary of Preferred Shares solely to or among the Company and any Restricted Subsidiaries; provided, however, that (a) any subsequent issuance or transfer of Equity Interests that results in any such Preferred Shares being held by a Person other than the Company or a Restricted Subsidiary and (b) any sale or other transfer of any such Preferred Shares to a Person that is not either the Company or a Restricted Subsidiary shall be deemed, in each case, to constitute an issuance of such Preferred Shares by the Company or a Restricted Subsidiary, as the case may be, that was not permitted by this clause (7);



(8)

the Incurrence by the Company or any Restricted Subsidiary of Hedging Obligations that are Incurred in the ordinary course of business of the Company or such Restricted Subsidiary and not for speculative purposes; provided, however, that, in the case of:



(i)

any Interest Rate Agreement, the notional principal amount of such Hedging Obligation does not exceed the principal amount of the Indebtedness to which such Hedging Obligation relates; and



(ii)

any Currency Exchange Protection Agreement, such Hedging Obligation does not increase the principal amount of Indebtedness of the Company or such Restricted Subsidiary outstanding other than as a result of fluctuations in foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder;



(9)

the guarantee by the Company or a Subsidiary Guarantor of Indebtedness of the Company or a Subsidiary Guarantor that was permitted to be Incurred by another provision of this Section 4.09;



(10)

the Incurrence by the Company or any Subsidiary Guarantors of Indebtedness in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (10), not to exceed US$25.0 million;



(11)

the Incurrence by the Company or any Restricted Subsidiary of Indebtedness in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (11), not to exceed US$25.0 million, less the aggregate amount of all Net Proceeds of Asset Sales applied by the Company or any Restricted Subsidiary subsequent to the Issue Date to permanently repay such Indebtedness (and, in the case of any revolving credit Indebtedness, to effect a corresponding commitment reduction thereunder) pursuant to the provisions of Section 4.12 hereof;



(12)

the issuance of Preferred Shares by the Company's Unrestricted Subsidiaries or the Incurrence by the Company's Unrestricted Subsidiaries of Non-Recourse Debt; provided, however, that if any such Indebtedness ceases to be Non-Recourse Debt of an Unrestricted Subsidiary, that event shall be deemed to constitute an Incurrence of Indebtedness by a Restricted Subsidiary that was not permitted by this clause (12);

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(13)

the issuance of Indebtedness or Preferred Shares in connection with a Tax Benefit Transaction.

        (c)   The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock (to the extent provided for when the Indebtedness or Disqualified Stock on which such interest or dividend is paid was originally issued) shall not be deemed to be an Incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this Section 4.09; provided that in each case the amount thereof is for all other purposes included in the Consolidated Interest Expense and Indebtedness of the Company or its Restricted Subsidiary as accrued.

        (d)   Neither the Company nor any Subsidiary Guarantor shall Incur any Indebtedness, including Permitted Debt, that is contractually subordinated in right of payment to any other Indebtedness of the Company or such Subsidiary Guarantor, as applicable, unless such Indebtedness is also contractually subordinated in right of payment to the Notes or the Subsidiary Guarantee, as applicable, on substantially identical terms; provided, however, that no Indebtedness of the Company or a Subsidiary Guarantor shall be deemed to be contractually subordinated in right of payment to any other Indebtedness of the Company or such Subsidiary Guarantor, as applicable, solely by virtue of collateral or lack thereof.

        (e)   Notwithstanding any other provision of this Section 4.09, the maximum amount of Indebtedness that may be Incurred pursuant to this Section 4.09 will not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rate of currencies.

        (f)    For purposes of determining compliance with this Section 4.09, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (b)(1) through (13) above, or is entitled to be Incurred pursuant to paragraph (a) of this Section 4.09, the Company shall be permitted to classify such item of Indebtedness on the date of its Incurrence or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section. Indebtedness under Credit Facilities outstanding on the date on which Notes are first issued and authenticated under this Indenture shall be deemed to have been Incurred on such date in reliance on the exception provided by clause (1) of paragraph (b) of this Section 4.09.

Section 4.10.Restricted Payments.

        (a)   The Company shall not make, and shall not permit any Restricted Subsidiary to make, directly or indirectly, any Restricted Payment, unless, at the time of and after giving effect to such Restricted Payment,

(1)

no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment; and



(2)

the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable fiscal quarter, have been permitted to Incur at least US$1.00 of additional Indebtedness, other than Permitted Debt, pursuant to the Debt to Cash Flow Ratio test set forth in Section 4.09(a) hereof; and



(3)

such Restricted Payment, together with the aggregate amount of all other Restricted Payments declared or made by the Company and its Restricted Subsidiaries after the Issue Date, excluding Restricted Payments made pursuant to clauses (2), (3), (4), (6), (7), (8), (9) and (10) of paragraph (b) below, shall not exceed, at the date of determination, the sum, without duplication, of:



(a)

an amount equal to the Company's Consolidated Cash Flow from the first date of the fiscal quarter in which the Issue Date occurs to the end of the Company's most recently ended full fiscal quarter for which internal financial statements are available, taken as a single accounting period, less 1.5 times the Company's Consolidated Interest Expense from the first date of the fiscal quarter in which the Issue Date occurs to the end of the Company's most recently ended full fiscal quarter for which internal financial statements are available, taken as a single accounting period (or, if such amount for such period is a deficit, minus 100% of such deficit); plus

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(b)

an amount equal to 100% of Capital Stock Sale Proceeds, less any such Capital Stock Sale Proceeds used in connection with:



(i)

an Investment made pursuant to clause (6) of the definition of "Permitted Investments;" or



(ii)

an Incurrence of Indebtedness pursuant to Section 4.09(b)(8) hereof; plus



(c)

to the extent that any Restricted Investment that was made after the Issue Date is sold for cash or otherwise liquidated or repaid for cash (except to the extent any such payment or proceeds are included in the calculation of Consolidated Cash Flow), the lesser of (i) the cash return of capital with respect to such Restricted Investment, less the cost of disposition, if any, and (ii) the initial amount of such Restricted Investment; plus



(d)

to the extent that the Board of Directors of the Company designates any Unrestricted Subsidiary that was designated as such after the Issue Date as a Restricted Subsidiary, the lesser of (i) the aggregate fair market value of all Investments owned by the Company and the Restricted Subsidiaries in such Subsidiary at the time such Subsidiary was designated as an Unrestricted Subsidiary and (ii) the then aggregate fair market value of all Investments owned by the Company and the Restricted Subsidiaries in such Unrestricted Subsidiary.



(b)

The provisions of paragraph (a) above shall not prohibit:



(1)

so long as no Default has occurred and is continuing or would be caused thereby, the payment of any dividend within 60 days after the date the dividend is declared, if at that date of declaration such payment would have complied with the provisions of this Indenture; provided, however, that such dividend shall be included in the calculation of the amount of Restricted Payments;



(2)

so long as no Default has occurred and is continuing or would be caused thereby, the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Indebtedness of the Company or any Subsidiary Guarantor or of any Equity Interests of the Company in exchange for, or out of the net cash proceeds of the substantially concurrent sale, other than to a Subsidiary of the Company or an employee stock ownership plan or to a trust established by the Company or any Subsidiary of the Company for the benefit of its employees, of, Equity Interests of the Company (other than Disqualified Stock or Back-to-Back Securities); provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition shall be excluded from clause (a)(3)(b) above;



(3)

so long as no Default has occurred and is continuing or would be caused thereby, the defeasance, redemption, repurchase or other acquisition of Subordinated Indebtedness of the Company or any Subsidiary Guarantor with the net cash proceeds from an Incurrence of Permitted Refinancing Indebtedness;

47

(4)

any payment by the Company or a Restricted Subsidiary to any one of the other of them;



(5)

so long as no Default has occurred and is continuing or would be caused thereby, the repurchase, redemption or other acquisition or retirement for value by the Company of any Equity Interests of the Company held by any member of the management of the Company or any of its Subsidiaries pursuant to any management equity subscription agreement or stock option agreement in effect as of the Issue Date; provided, however, that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed US$2.0 million in any twelve-month period;



(6)

payments of any kind made in connection with or in respect of Back-to-Back Securities; provided, however, that to the extent such payments shall be made to Affiliates of the Company (other than its Subsidiaries), all corresponding payments required to be paid by such Affiliates pursuant to the related Back-to-Back Securities shall be received, immediately prior to or concurrently with any such payments, by all applicable Vidéotron Entities;



(7)

so long as no Default has occurred and is continuing or would be caused thereby, any Tax Benefit Transaction;



(8)

so long as no Default has occurred and is continuing or would be caused thereby, the payment of any Management Fees or other similar expenses by the Company to its direct or indirect parent company for bona fide services (including reimbursement for expenses Incurred in connection with, or allocation of corporate expenses in relation to, providing such services) provided to, and directly related to the operations of, the Company and the Restricted Subsidiaries, in an aggregate amount not to exceed 1.5% of Consolidated Revenues in any twelve-month period;



(9)

so long as no Default has occurred and is continuing or would be caused thereby, other Restricted Payments in an aggregate amount not to exceed US$30.0 million; and



(10)

so long as no Default has occurred and is continuing or would be caused thereby and the Debt to Cash Flow Ratio is no greater than 5.0 to 1 (calculated on a pro forma basis as if such payment, including any related financing transaction, had occurred at the beginning of the applicable fiscal quarter), the payment of dividends or distributions to Quebecor Media or the repayment of the QMI Subordinated Loan, in an aggregate amount not to exceed Cdn$200.0 million.

        (c)   The amount of any Restricted Payment, other than those effected in cash, shall be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued to or by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued pursuant to this Section 4.10 shall be determined by the Board of Directors of the Company whose resolution with respect thereto shall be delivered to the Trustee. The determination of the Board of Directors of the Company shall be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing in the United States or Canada if the fair market value exceeds US$25.0 million; provided, that the Board of Directors of the Company shall not be required to obtain such an opinion or appraisal in connection with any payments with respect to Back-to-Back Securities to the extent such Back-to-Back Transactions were approved in accordance with the provisions of Section 4.14 hereof. Not later than the date of making any Restricted Payment, the Company shall deliver to the Trustee an Officers' Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this Section 4.10 were computed, together with a copy of any fairness opinion or appraisal required by this Indenture.

        (d)   For purposes of this Section 4.10, if (i) any Vidéotron Entity ceases to be the obligor under or issuer of any Back-to-Back Securities and a Person other than a Vidéotron Entity becomes the obligor thereunder (or the issuer of any Back-to-Back Preferred Shares) or (ii) any Restricted Subsidiary that is an obligor under or issuer of any Back-to-Back Securities ceases to be a Restricted Subsidiary other than by consolidation or merger with the Company or another Restricted Subsidiary, then the Company or such Restricted Subsidiary shall be deemed to have made a Restricted Payment in an amount equal to the accreted value of such Back-to-Back Debt (or the subscription price of any Back-to-Back Preferred Shares) at the time of the assumption thereof by such other Person or at the time such Restricted Subsidiary ceases to be a Restricted Subsidiary.

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Section 4.11.Liens.

        The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist or become effective any Lien of any kind on any asset owned at the Issue Date or thereafter acquired, except Permitted Liens, unless the Company or such Restricted Subsidiary has made or will make effective provision to secure the Notes and any applicable Subsidiary Guarantees equally and ratably with the obligations of the Company or such Restricted Subsidiary secured by such Lien for so long as such obligations are secured by such Lien.

Section 4.12.Asset Sales.

        (a)   The Company shall not, and shall not permit any Restricted Subsidiary to, consummate an Asset Sale unless:

(1)

the Company, or the Restricted Subsidiary, as the case may be, receives consideration at the time of the Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of;



(2)

such fair market value is determined by the Company's Board of Directors and evidenced by a Board Resolution set forth in an Officers' Certificate delivered to the Trustee; and



(3)

at least 75% of the consideration received in such Asset Sale by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this clause (3), each of the following shall be deemed to be cash:



(a)

any Indebtedness or other liabilities, as shown on the Company's or such Restricted Subsidiary's most recent balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and Indebtedness that are by their terms pari passu with or subordinated to the Notes or any Subsidiary Guarantee and liabilities to the extent owed to the Company or any Affiliate of the Company), that are assumed by the transferee of any such assets pursuant to a written agreement that releases the Company or such Restricted Subsidiary from further liability with respect to such Indebtedness or liabilities; and



(b)

any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 60 days of the applicable Asset Sale by the Company or such Restricted Subsidiary into cash, to the extent of the cash received in such conversion.

        (b)   Notwithstanding the terms of paragraph (a) above, the Company and the Restricted Subsidiaries may engage in Asset Swaps if (i) immediately after giving effect to any such Asset Swap, the Company would be permitted to Incur at least US$1.00 of additional Indebtedness pursuant to the Debt to Cash Flow Ratio test set forth in Section 4.09(a), and (ii) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Swap at least equal to the fair market value of the assets disposed of, which fair market value shall be determined by the Board of Directors of the Company or the Restricted Subsidiary, as the case may be, and evidenced by a Board Resolution set forth in an Officers' Certificate delivered to the Trustee; provided, however, that the determination of the Board of Directors shall be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing in the United States or Canada if the fair market value exceeds US$25.0 million.

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        (c)   Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply those Net Proceeds at its option:

        (1)   to permanently repay or reduce Indebtedness, other than Subordinated Indebtedness, of the Company or a Subsidiary Guarantor secured by such assets, Indebtedness of the Company or a Subsidiary Guarantor under Credit Facilities or Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto;

        (2)   to acquire, or enter into a binding agreement to acquire, all or substantially all of the assets (other than cash, Cash Equivalents and securities) of any Person engaged in a Permitted Business; provided, however, that any such commitment shall be subject only to customary conditions (other than financing), and such acquisition shall be consummated no later than 180 days after the end of such 360-day period;

        (3)   to acquire, or enter into a binding agreement to acquire, Voting Stock of a Person engaged in a Permitted Business from a Person that is not an Affiliate of the Company; provided, however, that such commitment shall be subject only to customary conditions (other than financing) and such acquisition shall be consummated no later than 180 days after the end of such 360-day period; and provided, further, however, that (a) after giving effect thereto, the Person so acquired becomes a Restricted Subsidiary and (b) such acquisition is otherwise made in accordance with this Indenture, including, without limitation, Section 4.10 hereof; or

        (4)   to acquire, or enter into a binding agreement to acquire, other long-term assets (other than securities) that are used or useful in a Permitted Business; provided, however, that such commitment shall be subject only to customary conditions (other than financing) and such acquisition shall be consummated no later than 180 days after the end of such 360-day period.

Pending the final application of any Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture.

        (d)   Any Net Proceeds from Asset Sales that are not applied, invested or segregated from the general funds of the Company for investment in identified assets pursuant to a binding agreement, in each case as provided in paragraph (c) above shall constitute Excess Proceeds; provided, however, that the amount of any Net Proceeds that ceases to be so segregated as contemplated in paragraph (c) above shall also constitute "Excess Proceeds" at the time any such Net Proceeds cease to be so segregated; provided further, however, that the amount of any Net Proceeds that continues to be segregated for investment and that is not actually reinvested within twenty-four months from the date of the receipt of such Net Proceeds shall also constitute "Excess Proceeds."

        (e)   When the aggregate amount of Excess Proceeds exceeds US$35.0 million, the Company shall make an offer (an "Asset Sale Offer") to all Holders of Notes and all holders of other Indebtedness that is pari passu in right of payment with the Notes or any Subsidiary Guarantee containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds in accordance with the procedures set forth in Section 3.09 hereof. The offer price in any Asset Sale Offer shall be equal to 100% of principal amount of the Notes and such other pari passu Indebtedness, plus accrued and unpaid interest to the date of purchase, and shall be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer and all Holders of Notes have been given the opportunity to tender their Notes for purchase in accordance with such Asset Sale Offer and this Indenture, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Notes and such other pari passu Indebtedness shall be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

50

        The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sales provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue of such conflict.

Section 4.13.Dividend and Other Payment Restrictions Affecting Subsidiaries.

        (a)   The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

        (1)   pay dividends or make any other distributions on its Equity Interests to the Company or any other Restricted Subsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any liabilities owed to the Company or any other Restricted Subsidiary;

        (2)   make loans or advances, or guarantee any such loans or advances, to the Company or any other Restricted Subsidiary; or

        (3)   transfer any of its properties or assets to the Company or any other Restricted Subsidiary.

        (b)   The restrictions set forth in paragraph (a) above shall not apply to encumbrances or restrictions existing under or by reason of:

        (1)   agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided, however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness and Credit Facilities, as in effect on the Issue Date;

        (2)   this Indenture and the Notes;

        (3)   applicable law or any applicable rule, regulation or order;

        (4)   any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any Restricted Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was Incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred at the time of such acquisition;

        (5)   customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices;

51

        (6)   purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of paragraph (a) above;

        (7)   any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;

        (8)   Permitted Refinancing Indebtedness; provided, however, that any restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

        (9)   Liens securing Indebtedness that is permitted to be secured without also securing the Notes or the applicable Subsidiary Guarantee pursuant to Section 4.11 hereof that limit the right of the debtor to dispose of the assets subject to any such Lien;

        (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;

        (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and

        (12) any Indebtedness or any agreement pursuant to which such Indebtedness was issued if the encumbrance or restriction applies only upon a payment or financial covenant default or event of default contained in such Indebtedness or agreement and (A) such encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable financings (as determined in good faith by the Board of Directors of the Company) and (B) management of the Company delivers to the Trustee an Officers' Certificate evidencing its determination at the time such agreement is entered into, that such encumbrance or restriction will not materially impair the Company's ability to make payments on the Notes.

Section 4.14.Transactions with Affiliates.

        (a)   The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director of the Company (each, an "Affiliate Transaction") unless:

        (1)   such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm's length transaction by the Company or such Restricted Subsidiary with an unrelated Person; and

        (2)   the Company delivers to the Trustee:

        (i)    with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of US$10.0 million, a Board Resolution of the Company set forth in an Officers' Certificate certifying that such Affiliate Transaction or series of related Affiliate Transactions complies with this Section 4.14 and that such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of the Board of Directors of the Company; and

52

        (ii)   with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of US$40.0 million, an opinion as to the fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction or series of related Affiliate Transactions from a financial point of view issued by an independent accounting, appraisal or investment banking firm of national standing in the United States or Canada.

        (b)   The following items shall be deemed not to constitute Affiliate Transactions and, therefore, shall not be subject to the provisions of paragraph (a) above:

        (1)   any employment agreement entered into by the Company or any Restricted Subsidiary in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary;

        (2)   transactions between or among the Company and/or the Restricted Subsidiaries;

        (3)   transactions with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in such Person, provided such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm's length transaction by the Company or such Restricted Subsidiary with an unrelated Person;

        (4)   payment of reasonable directors fees to Persons who are not otherwise Affiliates of the Company;

        (5)   sales of Equity Interests of the Company, other than Disqualified Stock or Back-to-Back Securities, to Affiliates of the Company;

        (6)   any agreement or arrangement as in effect on the Issue Date or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Company or the Restricted Subsidiaries, as the case may be, in any material respect than the original agreement as in effect on the Issue Date;

        (7)   Restricted Payments that are permitted by the provisions of Section 4.10 hereof;

        (8)   Permitted Investments; and

        (9)   any Tax Benefit Transaction.

Section 4.15.Sale and Leaseback Transactions.

        The Company shall not, and shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided, however, that the Company or any Restricted Subsidiary may enter into a sale and leaseback transaction if:

        (a)   the Company or that Restricted Subsidiary, as applicable, could have (i) Incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Debt to Cash Flow Ratio test set forth in Section 4.09(a) hereof and (ii) created a Lien on such property securing Attributable Debt pursuant to the provisions of Section 4.11 hereof;

        (b)   the net cash proceeds of such sale and leaseback transaction are at least equal to the fair market value, as determined in good faith by the Board of Directors of the Company and set forth in an Officers' Certificate delivered to the Trustee, of the property that is the subject of that sale and leaseback transaction; and

53

        (c)   the transfer of assets in such sale and leaseback transaction is permitted by, and the Company or such Restricted Subsidiary applies the proceeds of such transaction in compliance with, the provisions of Section 4.12 hereof.

Section 4.16.Issuances and Sales of Equity Interests in Subsidiaries.

        (a)   The Company shall not, and shall not permit any of its Restricted Subsidiaries to, transfer, convey, sell, lease or otherwise dispose of (including, without limitation, by way of merger, amalgamation or otherwise) any Equity Interests in any direct or indirect Restricted Subsidiary that constitutes a Significant Subsidiary of the Company or any group of Restricted Subsidiaries which, when taken as a whole, would constitute a Significant Subsidiary of the Company, to any Person (other than the Company or a Wholly Owned Restricted Subsidiary thereof or, in connection with a Tax Benefit Transaction, to Quebecor Inc. or a direct or indirect Subsidiary of Quebecor Inc.), unless:

        (1)   such transfer, conveyance, sale, lease or other disposition (whether by way of merger, amalgamation or otherwise) is of all the Equity Interests of such Restricted Subsidiary; and

        (2)   the Net Proceeds from such transfer, conveyance, sale, lease or other disposition (whether by way of merger, amalgamation or otherwise) are applied in accordance with the provisions of Section 4.12 hereof.

        (b)   The Company shall not permit any direct or indirect Restricted Subsidiary that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries which, when taken as a whole, would constitute a Significant Subsidiary of the Company, to issue any Equity Interests to any Person, other than, (1) if necessary, shares of Capital Stock constituting directors' qualifying shares, (2) Back-to-Back Securities or (3) to the Company or a Wholly Owned Restricted Subsidiary thereof.

Section 4.17.Designation of Restricted and Unrestricted Subsidiaries.

        (a)   The Board of Directors of the Company may designate any Subsidiary to be an Unrestricted Subsidiary if such Subsidiary:

        (1)   has no Indebtedness other than Non-Recourse Debt;

        (2)   does not own any Equity Interest of any Restricted Subsidiary, or hold any Liens on any property of the Company or any of its Restricted Subsidiaries;

        (3)   is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;

        (4)   is a Person with respect to which neither the Company nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results;

        (5)   except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any Restricted Subsidiary;

54

        (6)   has at least one director on its Board of Directors that is not a director or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiary; and

        (7)   such designation would not cause a Default or Event of Default.

        (b)   Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers' Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Section.

        (c)   If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof.

        (d)   The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that (i) such designation shall be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; and (iv) no Default or Event of Default would be in existence following such designation.

Section 4.18.Repurchase at the Option of Holders Upon a Change of Control.

        (a)   Upon the occurrence of a Change of Control, the Company shall, within 30 days of a Change of Control, make an offer (the "Change of Control Offer") pursuant to the procedures set forth in Section 3.09 hereof. Each Holder shall have the right to accept such offer and require the Company to repurchase all or any part (equal to US$1,000 or an integral multiple of US$1,000) of such Holder's Notes pursuant to the Change of Control Offer at a purchase price, in cash (the "Change of Control Amount"), equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest on the Notes repurchased to the purchase date.

        (b)   The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes a Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes or portions of Notes properly tendered and not withdrawn under the Change of Control Offer.

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Section 4.19.Future Guarantors.

        The Company shall cause each Person that becomes a Wholly Owned Restricted Subsidiary of the Company following the Issue Date to become a Subsidiary Guarantor and to execute a supplemental indenture and deliver an Opinion of Counsel to the Trustee. In addition, the Company shall not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee any other Indebtedness (including any Back-to-Back Debt) of the Company or any of its Restricted Subsidiaries (other than CF Cable TV Inc.'s and its Subsidiaries' guarantee of Indebtedness under the Credit Agreement), unless such Restricted Subsidiary is a Subsidiary Guarantor or simultaneously executes and delivers a supplemental indenture providing for a Subsidiary Guarantee of the payment of the Notes by such Restricted Subsidiary, which Subsidiary Guarantee shall be senior to or pari passu with such Subsidiary's guarantee of such other Indebtedness. The Company shall cause CF Cable TV Inc. and each of its Subsidiaries to become a Subsidiary Guarantor and to execute a supplemental indenture providing for a Subsidiary Guarantee of the Notes when CF Cable TV Inc.'s Senior Secured First Priority Notes due 2007 are no longer outstanding. The form of the Subsidiary Guarantee is attached hereto as Exhibit E.

Section 4.20.Additional Amounts.

        (a)   All payments made by or on behalf of the Company or the Subsidiary Guarantors on or with respect to the Notes shall be made without withholding or deduction for any Taxes imposed by any Canadian Taxing Authority, unless required by law or the interpretation or administration thereof by the relevant Canadian Taxing Authority. If the Company or any Subsidiary Guarantor (or any other payor) is required to withhold or deduct any amount on account of Taxes from any payment made under or with respect to any Notes that are outstanding on the date of the required payment, it shall:

(1)

make such withholding or deduction;



(2)

remit the full amount deducted or withheld to the relevant government authority in accordance with applicable law;



(3)

pay the additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each holder (including Additional Amounts) after such withholding or deduction will not be less than the amount the holder would have received if such Taxes had not been withheld or deducted;



(4)

furnish to the Holders, within 30 days after the date the payment of any Taxes is due, certified copies of tax receipts evidencing such payment by the Company or such Subsidiary Guarantor;



(5)

indemnify and hold harmless each Holder (other than an Excluded Holder, as defined in paragraph (b) below) for the amount of (a) any Taxes paid by each such Holder as a result of payments made on or with respect to the Notes, (b) any liability (including penalties, interest and expenses) arising from or with respect to such payments and (c) any Taxes imposed with respect to any reimbursement under the foregoing clauses (a) or (b), but excluding any such Taxes that are in the nature of Taxes on net income, taxes on capital, franchise taxes, net worth taxes and similar taxes; and



(6)

at least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Company or any Subsidiary Guarantor becomes obligated to pay Additional Amounts with respect to such payment, deliver to the Trustee an Officers' Certificate stating the amounts so payable and such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date.

        (b)   Notwithstanding the provisions of paragraph (a) above, no Additional Amounts shall be payable to a Holder in respect of beneficial ownership of a Note (an "Excluded Holder"):

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(1)

with which the Company or such Subsidiary Guarantor does not deal at arm's-length, within the meaning of the Income Tax Act (Canada), at the time of making such payment;



(2)

which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the mere acquisition, holding or disposition of Notes or the receipt of payments thereunder; or



(3)

if such Holder waives its right to receive Additional Amounts.

        Any reference, in any context in this Indenture, to the payment of principal, premium, if any, redemption price, Change of Control Amount, offer price and interest or any other amount payable under or with respect to any Note, shall be deemed to include the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable.

        The obligations described under this Section 4.20 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any jurisdiction in which any successor Person to the Company or any Subsidiary Guarantor, as applicable, is organized or any political subdivision or taxing authority or agency thereof or therein.

Section 4.21.Business Activities.

        The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any business other than the Permitted Businesses, except to such extent as would not be material to the Company and its Restricted Subsidiaries taken as a whole.

ARTICLE 5.

SUCCESSORS

Section 5.01.Merger, Consolidation and Sale of Assets of the Company and Subsidiary Guarantors.

        (a)   The Company may not directly or indirectly, (i) consolidate, merge or amalgamate with or into another Person, whether or not the Company is the surviving corporation, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and the Restricted Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless, in either case,

(1)

either (a) the Company is the surviving corporation, or (b) the Person formed by or surviving any such consolidation, merger or amalgamation (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made (the "Surviving Company") is a corporation organized or existing under the laws of the United States, any state of the United States, the District of Columbia, Canada or any province or territory of Canada;



(2)

the Surviving Company expressly assumes all the obligations of the Company under the Notes, this Indenture and, if applicable, any Registration Rights Agreements, pursuant to agreements reasonably satisfactory to the Trustee;



(3)

immediately after giving effect to such transaction no Default or Event of Default exists; and



(4)

the Company or the Surviving Company shall, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable fiscal quarter, be permitted to Incur at least US$1.00 of additional Indebtedness pursuant to the Debt to Cash Flow Ratio test set forth in Section 4.09(a) hereof.

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        (b)   Unless in connection with a disposition by the Company or a Subsidiary Guarantor of its entire ownership interest in a Subsidiary Guarantor or all or substantially all the assets of a Subsidiary Guarantor permitted by, and in accordance with the applicable provisions of, this Indenture (including, without limitation, the provisions of Section 4.12 hereof, the Company shall cause each Subsidiary Guarantor not to directly or indirectly, (i) consolidate, merge or amalgamate with or into another Person, whether or not such Subsidiary Guarantor is the surviving corporation, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of such Subsidiary Guarantor, in one or more related transactions, to another Person, unless, in either case,

(1)

either (a) such Subsidiary Guarantor is the surviving corporation, or (b) the Person formed by or surviving any such consolidation, merger or amalgamation (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made (the "Surviving Guarantor") is a corporation, limited liability company or limited partnership organized or existing under the laws of the United States, any state of the United States, the District of Columbia, Canada or any province or territory of Canada;



(2)

the Surviving Guarantor expressly assumes all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee, this Indenture and, if applicable, any Registration Rights Agreements, pursuant to agreements reasonably satisfactory to the Trustee;



(3)

immediately after giving effect to such transaction no Default or Event of Default exists; and



(4)

such Subsidiary Guarantor or the Surviving Guarantor shall, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable fiscal quarter, be permitted to Incur at least US$1.00 of additional Indebtedness pursuant to the Debt to Cash Flow Ratio test set forth in Section 4.09(a) hereof.

        (c)   In addition, the Company shall not, and shall cause each Subsidiary Guarantor not to, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. Clauses (a)(4) and (b)(4) of this Section 5.01 shall not apply to a merger, consolidation or amalgamation, or a sale, assignment, transfer, conveyance or other disposition of assets, between or among the Company and any Restricted Subsidiary.

Section 5.02.Successor Corporation Substituted.

        Each Surviving Company and Surviving Guarantor shall succeed to, and be substituted for, and may exercise every right and power of the Company or a Subsidiary Guarantor, as applicable, under this Indenture; provided, however, that in the case of:

        (a)   a sale, transfer, assignment, conveyance or other disposition (unless such sale, transfer, assignment, conveyance or other disposition is of all or substantially all of the assets of the Company and the Restricted Subsidiaries, taken as a whole, or in the case of a Subsidiary Guarantor, such sale, transfer, assignment, conveyance or other disposition is of all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Company), or

        (b)   a lease,

the predecessor company shall not be released from any of the obligations or covenants under this Indenture, including with respect to the payment of the Notes and obligations under the Subsidiary Guarantees.

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ARTICLE 6.

DEFAULTS AND REMEDIES

Section 6.01.Events of Default.

        Each of the following is an "Event of Default:"

        (i)    default for 30 days in the payment when due of interest on, including Additional Amounts or Special Interest, if any, or with respect to, the Notes;

        (ii)   default in payment, when due at Stated Maturity, upon acceleration, redemption, required repurchase or otherwise, of the principal of, or premium, if any, on the Notes;

        (iii)  failure by the Company or any Restricted Subsidiary to comply with the provisions of Section 4.09, 4.10, 4.12, 4.18 or 5.01 hereof;

        (iv)  failure by the Company or any Restricted Subsidiary for 30 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the aggregate principal amount of the Notes outstanding to comply with any of its other covenants or agreements in this Indenture;

        (v)   default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness by the Company or any Restricted Subsidiary, or the payment of which is guaranteed by the Company or any Restricted Subsidiary, whether such Indebtedness or guarantee now exists, or is created after the Issue Date, if that default:

(a)

is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness when due at the final maturity of such Indebtedness (a "Payment Default"); or



(b)

results in the acceleration of such Indebtedness prior to its Stated Maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates US$25.0 million or more;

        (vi)  failure by the Company or any Restricted Subsidiary to pay final, non-appealable judgments aggregating in excess of US$25.0 million, which judgments are not paid, discharged or stayed for a period of 60 days;

        (vii) any Subsidiary Guarantee of a Significant Subsidiary ceases, or the Subsidiary Guarantees of any group of Subsidiaries that, when taken together, would constitute a Significant Subsidiary cease, to be in full force and effect (other than in accordance with the terms of any such Subsidiary Guarantee) or any Subsidiary Guarantor that is a Significant Subsidiary denies or disaffirms its obligations under its Subsidiary Guarantee, or a group of Subsidiary Guarantors that, when taken together, would constitute a Significant Subsidiary deny or disaffirm their obligations under their respective Subsidiary Guarantees;

        (viii) the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, when taken together, would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:

(A)

commences a voluntary case or gives notice of intention to make a proposal under any Bankruptcy Law;

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(B)

consents to the entry of an order for relief against it in an involuntary case or consents to its dissolution or winding up;



(C)

consents to the appointment of a receiver, interim receiver, receiver and manager, liquidator, trustee or custodian of it or for all or substantially all of its property;



(D)

makes a general assignment for the benefit of its creditors;



(E)

admits in writing its inability to pay its debts as they become due or otherwise admits its insolvency; or



(F)

seeks a stay of proceedings against it or proposes or gives notice or intention to propose a compromise, arrangement or reorganization of any of its debts or obligations under any Bankruptcy Law; and

        (ix)  a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A)

is for relief against the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, when taken together, would constitute a Significant Subsidiary, in an involuntary case; or



(B)

appoints a receiver, interim receiver, receiver and manager, liquidator, trustee or custodian of the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, when taken together, would constitute a Significant Subsidiary, or for all or substantially all of the property of the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, when taken together, would constitute a Significant Subsidiary;



(C)

orders the liquidation of the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, when taken together, would constitute a Significant Subsidiary; or



(D)

orders the presentation of any plan or arrangement, compromise or reorganization of the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, when taken together, would constitute a Significant Subsidiary;

        and such order or decree remains unstayed and in effect for 60 consecutive days.

Section 6.02.Acceleration.

        If any Event of Default (other than those of the type described in Section 6.01(viii) or (ix) occurs and is continuing, the Trustee may, and the Trustee upon the request of Holders of 25% in principal amount of the outstanding Notes shall, or the Holders of at least 25% in principal amount of outstanding Notes may, declare the principal of all the Notes, together with all accrued and unpaid interest, premium, if any, to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that such notice is a notice of acceleration (the "Acceleration Notice"), and the same shall become immediately due and payable.

        In the case of an Event of Default specified in Section 6.01(viii) or (ix) hereof, all outstanding Notes shall become due and payable immediately without further action or notice by the Trustee or the Holders. Holders may not enforce this Indenture or the Notes except as provided in this Indenture.

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        At any time after a declaration of acceleration with respect to the Notes, the Holders of a majority in principal amount of the Notes then outstanding (by notice to the Trustee) may rescind and cancel such declaration and its consequences if:

(a)

the rescission would not conflict with any judgment or decree of a court of competent jurisdiction;



(b)

all existing Defaults and Events of Default have been cured or waived except nonpayment of principal of or interest on the Notes that has become due solely by such declaration of acceleration;



(c)

to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and overdue payments of principal which has become due otherwise than by such declaration of acceleration has been paid;



(d)

the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances; and



(e)

in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(viii) or (ix), the Trustee has received an Officers' Certificate and Opinion of Counsel that such Event of Default has been cured or waived.

        In the case of an Event of Default with respect to the Notes occurring by reason of any willful action or inaction taken or not taken by the Company or on the Company's behalf with the intention of avoiding payment of the premium that the Company would have been required to pay if the Company had then elected to redeem the Notes pursuant to Section 3.07 hereof, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs prior to January 15, 2009, by reason of any willful action or inaction taken or not taken by the Company or on the Company's behalf with the intention of avoiding the prohibition on redemption of the Notes prior to January 15, 2009, then the premium specified in Section 3.07(b) hereof shall also become immediately due and payable to the extent permitted by law upon acceleration of the Notes.

Section 6.03.Other Remedies.

        If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

        The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies shall be cumulative to the extent permitted by law.

Section 6.04.Waiver of Past Defaults.

        The Holders of at least a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default, and its consequences, except a continuing Default or Event of Default (i) in the payment of the principal of or interest on the Notes and (ii) in respect of a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment. Upon any waiver of a Default or Event of Default such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed cured for every purpose of this Indenture, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

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Section 6.05.Control by Majority.

        Subject to Section 7.01, Section 7.02(e) (including the Trustee's receipt of the security or indemnification described therein) and Section 7.07 hereof, in case an Event of Default shall occur and be continuing, the Holders of at least a majority in aggregate principal amount of the Notes then outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes; provided, however, the Trustee may refuse to follow any direction from the Holders of at least a majority in aggregate principal amount of the Notes then outstanding that conflicts with applicable law or this Indenture, or that the Trustee determines in good faith may be unduly prejudicial to the rights of the Holders not joining in the giving of such direction, and may take any other action it deems proper that is not inconsistent with such direction.

Section 6.06.Limitation on Suits.

        No Holder shall have any right to institute any proceeding with respect to this Indenture, or for the appointment of a receiver or trustee, or for any remedy thereunder, unless:

        (a)   such Holder has previously given to the Trustee written notice of a continuing Event of Default,

        (b)   Holders of at least 25% in aggregate principal amount of the Notes then outstanding have made written request and offered indemnity satisfactory to the Trustee to institute such proceeding as trustee, and

        (c)   the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the Notes then outstanding a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days.

        The preceding limitations shall not apply to a suit instituted by a Holder for enforcement of payment of principal of, and premium, if any, or interest on, a Note on or after the respective due dates for such payments set forth in such Note.

        A Holder may not use this Indenture to affect, disturb or prejudice the rights of another Holder or to obtain a preference or priority over another Holder.

Section 6.07.Rights of Holders to Receive Payment.

        Notwithstanding any other provision of this Indenture (including, without limitation, Section 6.06 hereof), the right of any Holder to receive payment of principal, premium, if any, and interest on the Notes held by such Holder, on or after the respective due dates expressed in the Notes (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 6.08.Collection Suit by Trustee.

        If an Event of Default specified in Section 6.01 (i) or (ii) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium, if any, and interest then due and owing (together with interest on overdue principal and, to the extent lawful, interest) and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09.Trustee May File Proofs of Claim.

        The Trustee shall be authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, moneys, securities and any other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

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Section 6.10.Priorities.

        If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order:

        First:    to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

        Second:    to Holders for amounts due and unpaid on the Notes for principal, premium, if any, and interest ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively; and

        Third:    to the Company or to such party as a court of competent jurisdiction shall direct.

        The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10.

Section 6.11.Undertaking for Costs.

        In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 shall not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes.

ARTICLE 7.

TRUSTEE

Section 7.01.Duties of Trustee.

        (a)   If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such Person's own affairs.

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        (b)   Except during the continuance of an Event of Default:

(1)

the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and



(2)

in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

        (c)   The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(1)

this paragraph does not limit the effect of paragraph (b) of this Section;



(2)

the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and



(3)

the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.

        (d)   Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.

        (e)   No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

        (f)    The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Section 7.02.Rights of Trustee.

        (a)   The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in any such document.

        (b)   Before the Trustee acts or refrains from acting, it may require an Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers' Certificate or Opinion of Counsel. The Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

        (c)   The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

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        (d)   Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.

        (e)   The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

        (f)    The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default or Event of Default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee from the Company or the Holders of 25% in aggregate principal amount of the outstanding Notes, and such notice references the specific Default or Event of Default, the Notes and this Indenture.

        (g)   The Trustee shall not be required to give any bond or surety in respect of the performance of its power and duties hereunder.

        (h)   The Trustee shall have no duty to inquire as to the performance of the Company's covenants herein.

        (i)    The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.

Section 7.03.Individual Rights of Trustee.

        The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Subsidiary Guarantor or any Affiliate of the Company with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue as Trustee or resign. Any Agent may do the same with like rights and duties. The Trustee shall also be subject to Sections 7.10 and 7.11 hereof.

Section 7.04.Trustee's Disclaimer.

        The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company's use of the proceeds from the Notes or any money paid to the Company or upon the Company's direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

Section 7.05.Notice of Defaults.

        If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders a notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or interest on any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders.

Section 7.06.Reports by Trustee to Holders.

        Within 60 days after each May 15 beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders a brief report dated as of such reporting date that complies with TIA §313(a) (but if no event described in TIA §313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with TIA §313(b)(2). The Trustee shall also transmit by mail all reports as required by TIA §313(c).

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        A copy of each report at the time of its mailing to the Holders shall be mailed to the Company and filed with the Commission and each stock exchange on which the Notes are listed in accordance with TIA §313(d). The Company shall promptly notify the Trustee when the Notes are listed on any stock exchange and any delisting thereof.

Section 7.07.Compensation and Indemnity.

        The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder. The Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee's agents and counsel.

        The Company shall indemnify the Trustee (in its capacity as Trustee) or any predecessor Trustee (in its capacity as Trustee) against any and all losses, claims, damages, penalties, fines, liabilities or expenses, including incidental and out-of-pocket expenses and reasonable attorneys fees (for purposes of this Article 7, "losses") incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 7.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent such losses may be attributable to its negligence or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim, and the Trustee shall cooperate in the defense. The Trustee may have separate counsel if the Trustee has been reasonably advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Company and in the reasonable judgment of such counsel it is advisable for the Trustee to engage separate counsel, and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The Company need not reimburse any expense or indemnify against any loss incurred by the Trustee through the Trustee's own negligence or bad faith.

        The obligations of the Company under this Section 7.07 shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and payment in full of the Notes.

        To secure the Company's payment obligations in this Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal, premium, if any, and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.

        When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(viii) or (ix) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Section 7.08.Replacement of Trustee.

        A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section 7.08.

        The Trustee may resign in writing at any time upon 30 days' prior notice to the Company and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if:

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        (a)   the Trustee fails to comply with Section 7.10 hereof;

        (b)   the Trustee is adjudged bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

        (c)   a custodian or public officer takes charge of the Trustee or its property; or

        (d)   the Trustee becomes incapable of acting.

        If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

        If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, or the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

        If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

        A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. Subject to the Lien provided for in Section 7.07 hereof, the retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee provided, however; that all sums owing to the Trustee hereunder shall have been paid. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company's obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

Section 7.09.Successor Trustee by Merger, etc.

        If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation or banking association, the successor corporation or banking association without any further act shall, if such successor corporation or banking association is otherwise eligible hereunder, be the successor Trustee.

Section 7.10.Eligibility; Disqualification.

        There shall at all times be a Trustee hereunder that is a Person organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least US$50.0 million (or a wholly-owned subsidiary of a bank or trust company, or of a bank holding company, the principal subsidiary of which is a bank or trust company having a combined capital and surplus of at least US$50.0 million) as set forth in its most recent published annual report of condition.

        This Indenture shall always have a Trustee who satisfies the requirements of TIA §310(a)(1), (2) and (5). The Trustee is subject to TIA §310(b).

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Section 7.11.Preferential Collection of Claims Against Company.

        The Trustee is subject to TIA §311(a), excluding any creditor relationship listed in TIA §311(b). A Trustee who has resigned or been removed shall be subject to TIA §311(a) to the extent indicated therein.

ARTICLE 8.
LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01.Option to Effect Legal Defeasance or Covenant Defeasance.

        The Company may, at its option and at any time, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth in this Article 8.

Section 8.02.Legal Defeasance and Discharge.

        Upon the Company's exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, "Legal Defeasance") and each Subsidiary Guarantor shall be released from all of its obligations under its Subsidiary Guarantee. For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be "outstanding" only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a), (b) and (d) below, and to have satisfied all its other obligations under the Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, or interest and Additional Amounts on such Notes when such payments are due, (b) the Company's obligations with respect to such Notes under Article 2 and Sections 4.01 and 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company's obligations and the Subsidiary Guarantor's in connection therewith and (d) this Article 8. If the Company exercises under Section 8.01 hereof the option applicable to this Section 8.02, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, payment of the Notes may not be accelerated because of an Event of Default. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Section 8.03.Covenant Defeasance.

        Upon the Company's exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from its obligations under the covenants contained in Sections 4.05 and 4.06, 4.09 through 4.19, and 4.21 hereof, and the operation of Sections 5.01(a)(4) and (b)(4) hereof, with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, "Covenant Defeasance") and each Subsidiary Guarantor shall be released from all of its obligations under its Subsidiary Guarantee with respect to such covenants in connection with such outstanding Notes and the Notes shall thereafter be deemed not "outstanding" for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed "outstanding" for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. If the Company exercises under Section 8.01 hereof the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, payment of the Notes may not be accelerated because of an Event of Default specified in clause (iii) (with respect to the covenants contained in Sections 4.09, 4.10, 4.12 or 4.18 or Section 5.01(a)(4) or (b)(4) hereof), (iv) (with respect to Sections 4.05, 4.06, 4.11, 4.13 through 4.17, 4.19 and 4.21 hereof), (v), (vi), (vii), (viii) and (ix) of such Section 6.01 (but in the case of (viii) and (ix) of Section 6.01 hereof, with respect to Significant Subsidiaries only) or because of the Company's failure to comply with Section 5.01(a)(4) or (b)(4) hereof.

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Section 8.04.Conditions to Legal or Covenant Defeasance.

        The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes.

        In order to exercise Legal Defeasance or Covenant Defeasance:

        (a)   the Company shall irrevocably deposit with the Trustee, in trust, for the benefit of the Holders cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium, if any, on the outstanding notes on the Stated Maturity or on the applicable date of redemption, as the case may be, and the Company shall specify whether the Notes are being defeased to maturity or to a particular date of redemption;

        (b)   in the case of Legal Defeasance, the Company shall deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) subsequent to the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred and the Company shall have delivered to the Trustee an Opinion of Counsel in Canada reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for Canadian federal, provincial or territorial income tax purposes as a result of such Legal Defeasance and will be subject to Canadian federal, provincial or territorial income tax (including withholding tax) on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

        (c)   in the case of Covenant Defeasance, the Company shall deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred and the Company shall have delivered to the Trustee an Opinion of Counsel in Canada reasonably acceptable to the Trustee confirming that Holders of the outstanding Notes will not recognize income, gain or loss for Canadian federal, provincial or territorial income tax purposes as a result of such Covenant Defeasance and will be subject to Canadian federal, provincial or territorial income tax (including withholding tax) on the same amounts, in the same manner and at the same time as would have been the case if such Covenant Defeasance had not occurred;

        (d)   no Default or Event of Default shall have occurred and be continuing either (a) on the date of such deposit, or (b) insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91^st day after the date of deposit, other than, in each case, a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit;

        (e)   such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any material agreement or instrument, to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

        (f)    the Company shall deliver to the Trustee an Opinion of Counsel to the effect that, (a) assuming no intervening bankruptcy of the Company or any Subsidiary Guarantor between the date of deposit and the 91st day following such deposit and assuming that no Holder is an "insider" of the Company under applicable Bankruptcy Law, after the 91st day following such deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and (b) the creation of the defeasance trust does not violate the Investment Company Act of 1940;

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        (g)   the Company shall deliver to the Trustee an Officers' Certificate stating that such deposit was not made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others;

        (h)   if the Notes are to be redeemed prior to their Stated Maturity, the Company must deliver to the Trustee irrevocable instructions to redeem all of the Notes on the specified redemption date; and

        (i)    the Company shall deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Section 8.05.Deposited Cash and Government Securities to be Held in Trust; Other Miscellaneous Provisions.

        Subject to Section 8.06 hereof, all cash and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the "Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of all sums due and to become due thereon in respect of principal, premium, if any, and interest but such cash and securities need not be segregated from other funds except to the extent required by law.

        The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

        Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company any cash or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent certified public accountants of recognized international standing expressed in a written certification thereof delivered to the Trustee (which may be the certification delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06.Repayment to Company.

        Any cash or non-callable Government Securities deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, premium, if any, or interest has become due and payable shall be paid to the Company on its request or (if then held by the Company) shall be discharged from such trust; and the Holder shall thereafter, as an unsecured creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such cash and securities, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in The New York Times and The Wall Street Journal (national edition), notice that such cash and securities remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such cash and securities then remaining shall be repaid to the Company.

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Section 8.07.Reinstatement.

        If the Trustee or Paying Agent is unable to apply any cash or non-callable Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company's obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such cash and securities in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders to receive such payment from the cash and securities held by the Trustee or Paying Agent.

ARTICLE 9.
AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01.Without Consent of Holders of Notes.

        Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holder to:

        (a)   cure any ambiguity, defect or inconsistency;

        (b)   provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code);

        (c)   provide for the assumption of the obligations of the Company and/or a Subsidiary Guarantor to Holders in the case of a merger, consolidation, or amalgamation or sale of all or substantially all of the assets of the Company and/or a Subsidiary Guarantor; provided, however, that the Company shall deliver to the Trustee:

          (i)  an Opinion of Counsel to the effect that Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such assumption by a successor corporation and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such assumption had not occurred, and

         (ii)  an Opinion of Counsel in Canada to the effect that Holders will not recognize income, gain or loss for Canadian federal, provincial or territorial tax purposes as a result of such assumption by a successor corporation and will be subject to Canadian federal, provincial or territorial taxes (including withholding taxes) on the same amounts, in the same manner and at the same times as would have been the case if such assumption had not occurred;

        (d)   make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder;

        (e)   add additional guarantees with respect to the Notes or release Subsidiary Guarantors from Subsidiary Guarantees as provided or permitted by the terms of this Indenture;

        (f)    provide for the issuance of Additional Notes in accordance with this Indenture; or

        (g)   comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA.

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Section 9.02.With Consent of Holders of Notes.

        Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture and the Notes with the consent of the Holders of at least a majority in principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, or interest on the Notes and (ii) in respect of a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment) or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes).

        Without the consent of each Holder, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

        (a)   reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

        (b)   reduce the principal of or change the Stated Maturity of any Note or alter the provisions with respect to the redemption of the Notes;

        (c)   reduce the rate of or change the time for payment of interest on any Note;

        (d)   waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration;

        (e)   make any Note payable in money other than that stated in the Notes;

        (f)    make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium, if any, on the Notes, or to institute suit for the enforcement of any payment on or with respect to such Holders' Notes or any Subsidiary Guarantee;

        (g)   amend, change or modify the obligation of the Company to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with the provisions of Section 4.12 hereof after the obligation to make and consummate such Asset Sale Offer has arisen or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change in Control in accordance with the provisions of Section 4.18 hereof after such Change of Control has occurred, including, in each case, amending, changing or modifying any definition relating thereto;

        (h)   except as otherwise permitted under the provisions of Section 5.01 hereof, consent to the assignment or transfer by the Company or any Subsidiary Guarantor of any of their rights or obligations under this Indenture;

        (i)    subordinate the Notes or any Subsidiary Guarantee to any other obligation of the Company or the applicable Subsidiary Guarantor;

        (j)    amend or modify the provisions of Section 4.20 hereof;

        (k)   amend or modify any Subsidiary Guarantee in a manner that would adversely affect the Holders of the Notes or release any Subsidiary Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture (except in accordance with the terms of this Indenture); or

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        (l)    make any change in the preceding amendment and waiver provisions.

        The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any supplemental indenture. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 120 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect.

        It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

        After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holder of each Note affected thereby to such Holder's address appearing in the Security Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

Section 9.03.Compliance with Trust Indenture Act.

        Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental indenture that complies with the TIA as then in effect.

Section 9.04.Revocation and Effect of Consents.

        Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion thereof that evidences the same debt as the consenting Holder's Note, even if notation of the consent is not made on any Note. However, any such Holder or subsequent Holder may revoke the consent as to its Note or portion thereof if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver shall become effective in accordance with its terms and thereafter shall bind every Holder.

Section 9.05.Notation on or Exchange of Notes.

        The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

        Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

Section 9.06.Trustee to Sign Amendments, etc.

        The Trustee shall sign any amended or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Company may not sign an amendment or supplemental indenture until the Board of Directors approves it. In executing any amended or supplemental indenture, the Trustee shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon an Officers' Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amended or supplemental indenture is the legal, valid and binding obligations of the Company enforceable against it in accordance with its terms, subject to customary exceptions and that such amended or supplemental indenture complies with the provisions hereof (including Section 9.03 hereof).

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ARTICLE 10.
SUBSIDIARY GUARANTEES

Section 10.01.Guarantee.

        Subject to this Article 10, each of the Subsidiary Guarantors hereby unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns (a) the due and punctual payment of the principal of, premium, if any, and interest on the Notes, subject to any applicable grace period, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and to the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee hereunder or thereunder, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration pursuant to Section 6.02 hereof, redemption or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

        Each Subsidiary Guarantor hereby agrees that its obligations with regard to its Subsidiary Guarantee shall be joint and several, unconditional, irrespective of the validity or enforceability of the Notes or the obligations of the Company under this Indenture, the absence of any action to enforce the same, the recovery of any judgment against the Company or any other obligor with respect to this Indenture, the Notes or the Obligations of the Company under this Indenture or the Notes, any action to enforce the same or any other circumstances (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor further, to the extent permitted by law, waives and relinquishes all claims, rights and remedies accorded by applicable law to guarantors and agrees not to assert or take advantage of any such claims, rights or remedies, including but not limited to: (a) any right to require any of the Trustee, the Holders or the Company (each a "Benefited Party"), as a condition of payment or performance by such Subsidiary Guarantor, to (1) proceed against the Company, any other guarantor (including any other Subsidiary Guarantor) of the Obligations under the Subsidiary Guarantees or any other Person, (2) proceed against or exhaust any security held from the Company, any such other guarantor or any other Person, (3) proceed against or have resort to any balance of any deposit account or credit on the books of any Benefited Party in favor of the Company or any other Person, or (4) pursue any other remedy in the power of any Benefited Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Company including any defense based on or arising out of the lack of validity or the unenforceability of the Obligations under the Subsidiary Guarantees or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Company from any cause other than payment in full of the Obligations under the Subsidiary Guarantees; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Benefited Party's errors or omissions in the administration of the Obligations under the Subsidiary Guarantees, except behavior which amounts to bad faith; (e)(1) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of the Subsidiary Guarantees and any legal or equitable discharge of such Subsidiary Guarantor's obligations hereunder, (2) the benefit of any statute of limitations affecting such Subsidiary Guarantor's liability hereunder or the enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims and (4) promptness, diligence and any requirement that any Benefited Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentations, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of the Subsidiary Guarantees, notices of default under the Notes or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations under the Subsidiary Guarantees or any agreement related thereto, and notices of any extension of credit to the Company and any right to consent to any thereof; (g) to the extent permitted under applicable law, the benefits of any "One Action" rule and (h) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of the Subsidiary Guarantees. Except to the extent expressly provided herein, including Sections 8.02, 8.03 and 10.05 hereof, each Subsidiary Guarantor hereby covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in its Subsidiary Guarantee and this Indenture.

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        If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

        Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Section 6.02 hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Section 6.02 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantee.

Section 10.02.Limitation on Subsidiary Guarantor Liability.

        Each Subsidiary Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Subsidiary Guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Subsidiary Guarantors hereby irrevocably agree that the obligations of such Subsidiary Guarantor under this Article 10 shall be limited to the maximum amount as shall, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, including, if applicable, its guarantee of all obligations under the Credit Agreement, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article 10, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent transfer or conveyance. In addition, the liability of each Subsidiary Guarantor governed by the Companies Act (Quebec) under its Subsidiary Guarantee shall be limited to the maximum amount permitted under Section 123.66 of the Companies Act (Quebec). To that end, but only to the extent such obligations would otherwise be avoidable, the obligations of the Subsidiary Guarantor under this Article shall be limited to the maximum amount that, after giving effect to the incurrence thereof, would not render the Subsidiary Guarantor insolvent or unable to pay its debts as they mature.

Section 10.03.Execution and Delivery of Subsidiary Guarantee.

        To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee in substantially the form included in Exhibit E attached hereto shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice Presidents.

        Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee.

        If an Officer whose signature is on this Indenture or on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless.

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        The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of the Subsidiary Guarantors.

Section 10.04.Subsidiary Guarantors May Consolidate, etc., on Certain Terms.

        Except as otherwise provided in Section 10.05 hereof, no Subsidiary Guarantor may consolidate, merge or amalgamate with or into (whether or not such Subsidiary Guarantor is the Surviving Guarantor) another Person whether or not affiliated with such Subsidiary Guarantor unless:

        (a)   subject to Section 10.05 hereof, the Person formed by or surviving any such consolidation, merger or amalgamation (if other than a Subsidiary Guarantor or the Company) unconditionally assumes all the obligations of such Subsidiary Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under this Indenture, the Subsidiary Guarantee and any Registration Rights Agreements on the terms set forth herein or therein; and

        (b)   the Subsidiary Guarantor or the Surviving Guarantor, as applicable, complies with the requirements of Article 5 hereof.

        In case of any such consolidation, merger, amalgamation, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof.

        Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation, merger or amalgamation of a Subsidiary Guarantor with or into the Company or another Subsidiary Guarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company or another Subsidiary Guarantor.

Section 10.05.Releases Following Sale of Assets.

        In the event of a sale or other disposition of all of the Capital Stock of any Subsidiary Guarantor (including by way of consolidation, merger or amalgamation), in each case to a Person that is not (either before or after giving effect to such transaction) an Affiliate of the Company, then such Subsidiary Guarantor shall be released and relieved of any obligations under its Subsidiary Guarantee; provided that such sale or other disposition shall be subject to all applicable provisions of this Indenture, including without limitation Section 4.12 hereof. If a Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance with the provisions of Section 4.17 hereof, such Subsidiary Guarantor shall be released and relieved of any obligations under its Subsidiary Guarantee. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition or designation was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.12 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee.

        Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture.

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ARTICLE 11.

SATISFACTION AND DISCHARGE

Section 11.01.Satisfaction and Discharge.

        This Indenture shall be discharged and shall cease to be of further effect, except as to surviving rights of registration of transfer or exchange of the Notes, as to all Notes issued hereunder, when:

        (a)    either:

        (i)    all Notes that have been previously authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has previously been deposited in trust or segregated and held in trust by the Company and is thereafter repaid to the Company or discharged from the trust) have been delivered to the Trustee for cancellation; or

        (ii)    all Notes that have not been previously delivered to the Trustee for cancellation (A) have become due and payable by reason of a making of a notice of redemption or otherwise or (B) will become due and payable within one year, and the Company or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not previously delivered to the Trustee for cancellation for principal, premium, if any, and interest on the Notes to the date of deposit, in the case of Notes that have become due and payable, or to the Stated Maturity or redemption date, as the case may be;

        (b)    no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound;

        (c)    the Company or any Subsidiary Guarantor has paid or caused to be paid all other sums payable by it under this Indenture;

        (d)    the Company shall have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the date of redemption, as the case may be; and

        (e)    the Company shall have delivered to the Trustee an Officers' Certificate and Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been satisfied.

Section 11.02.Deposited Cash and Government Securities to be Held in Trust; Other Miscellaneous Provisions.

        Subject to Section 11.03 hereof, all cash and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 11.02, the "Trustee") pursuant to Section 11.01 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest but such cash and securities need not be segregated from other funds except to the extent required by law.

77

Section 11.03.Repayment to Company.

        Any cash or non-callable Government Securities deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest on, any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Company on its request or (if then held by the Company) shall be discharged from such trust; and the Holder shall thereafter, as an unsecured creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such cash and securities, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in The New York Times and The Wall Street Journal (national edition), notice that such cash and securities remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such cash and securities then remaining shall be repaid to the Company.

ARTICLE 12.

MISCELLANEOUS

Section 12.01.Trust Indenture Act Controls.

        If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA, the provision required by the TIA shall control.

Section 12.02.Notices.

        Any notice or communication by the Company and/or a Subsidiary Guarantor or the Trustee to the other is duly given if in writing and delivered in person or mailed by first class mail (registered or certified, return receipt requested), facsimile transmission or overnight air courier guaranteeing next-day delivery, to the other's address:

If to the Company or a Subsidiary Guarantor:

Vidéotron Ltée
300 Viger Avenue East
Montréal, Québec, H2X 3W4
Canada
Attention: Director, Legal Affairs
Facsimile No.: (514) 985-8834

With a copy to:

Arnold & Porter
399 Park Avenue
New York, New York 10022-4690
Attention: John A. Willett, Esq.
Facsimile No.: (212) 715-1399

If to the Trustee:

Wells Fargo Bank Minnesota, N.A.
213 Court Street, Suite 703
Middletown, CT 06457
Attention: Corporate Trust Services
Facsimile No.: (860) 704-6219

78

        The Company or the Trustee, by notice to the other, may designate additional or different addresses for subsequent notices or communications.

        All notices and communications (other than those sent to the Trustee) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if sent by facsimile transmission; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next-day delivery. All notices and communications to the Trustee shall be deemed duly given and effective only upon receipt.

        Any notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next-day delivery to its address shown on the Security Register. Any notice or communication shall also be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

        If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

        If the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.

Section 12.03.Communication by Holders of Notes with Other Holders of Notes.

        Holders may communicate pursuant to TIA §312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA §312(c).

Section 12.04.Certificate and Opinion as to Conditions Precedent.

        Upon any request or application by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee:

        (a)    an Officers' Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with; and

        (b)    an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with.

Section 12.05.Statements Required in Certificate or Opinion.

        Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA §314(a)(4)) shall comply with the provisions of TIA §314(e) and shall include:

        (a)    a statement that the Person making such certificate or opinion has read such covenant or condition;

        (b)    a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

79

        (c)    a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable such Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and

        (d)    a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

With respect to matters of fact, an Opinion of Counsel may rely on an Officers' Certificate, certificates of public officials or reports or opinions of experts.

Section 12.06.Rules by Trustee and Agents.

        The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 12.07.No Personal Liability of Directors, Officers, Employees and Shareholders.

        No past, present or future director, officer, employee, incorporator or stockholder of the Company or any Subsidiary Guarantor, as such, shall have any liability for any obligations of the Company or of the Subsidiary Guarantors under the Notes, this Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

Section 12.08.Governing Law.

        THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THE NOTES.

Section 12.09.No Adverse Interpretation of Other Agreements.

        This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 12.10.Successors.

        All covenants and agreements of the Company in this Indenture and the Notes shall bind its successors. All covenants and agreements of the Trustee in this Indenture shall bind its successors.

Section 12.11.Severability.

        In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 12.12.Consent to Jurisdiction and Service of Process

        (a)    Each of the Company and each of the Subsidiary Guarantors irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and the courts of the United States of America located in the Borough of Manhattan, City and State of New York over any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby. Each of the Company and each of the Subsidiary Guarantors waives any objection that it may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in the courts of the State of New York or the United States of America, in each case, located in the Borough of Manhattan, City and State of New York was brought in an inconvenient court and agrees not to plead or claim the same.

80

        (b)    Each of the Company and each of the Subsidiary Guarantors irrevocably appoints CT Corporation System, as its authorized agent in the State of New York upon which process may be served in any such suit or proceedings, and agrees that service of process upon such agent, and written notice of said service to CT Corporation System, by the person serving the same to the address provided in Section 12.02 hereof, shall be deemed in every respect effective service of process upon the Company or any Subsidiary Guarantor in any such suit or proceeding. Each of the Company and each of the Subsidiary Guarantors further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten years from the date of this Indenture.

Section 12.13.Conversion of Currency.

        The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Notes and this Indenture.

        (a)    (i) If, for the purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the "judgment currency") an amount due in any other currency (the "Base Currency"), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine).

        (ii)    If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally due.

        (b)    In the event of the winding-up of the Company at any time while any amount or damages owing under the Notes and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in U.S. Dollars or Canadian Dollars, as the case may be, due or contingently due under the Notes and this Indenture (other than under this paragraph (b)) is calculated for the purposes of such winding-up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this paragraph (b), the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto.

        (c)    The obligations contained in paragraph (a)(ii) and (b) of this Section 12.13 shall constitute obligations of the Company separate and independent from its other respective obligations under the Notes and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustee or any of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under paragraph (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the Trustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or the liquidator or otherwise or any of them. In the case of paragraph (b) above, the amount of such deficiency shall not be deemed to be reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

        (d)    The term "rate(s) of exchange" shall mean the rate of exchange quoted by Royal Bank of Canada at its central foreign exchange desk in its head office in Montréal at 12:00 noon (Montréal, Québec time) for purchases of the Base Currency with the judgment currency other than the Base Currency referred to in Subsections (a) and (b) above and includes any premiums and costs of exchange payable.

81

        (e)    The Trustee shall have no duty or liability with respect to monitoring or enforcing the Section 12.13.

Section 12.14.Currency Equivalent.

        Except as provided in Section 12.13, for purposes of the construction of the terms of this Indenture or of the Notes, in the event that any amount is stated herein in the currency of one nation (the "First Currency"), as of any date such amount shall also be deemed to represent the amount in the currency of any other relevant nation which is required to purchase such amount in the First Currency at the rate of exchange quoted by Royal Bank of Canada at its central foreign exchange desk in its head office in Montréal at 12:00 noon (Montréal, Québec time) on the date of determination.

Section 12.15.Counterpart Originals

        The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

Section 12.16.Table of Contents, Headings, etc.

        The Table of Contents, Cross-Reference Table and Headings in this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

Section 12.17.Qualification of this Indenture.

        The Company shall qualify this Indenture under the TIA in accordance with the terms and conditions of any Registration Rights Agreements and shall pay all reasonable costs and expenses (including attorneys' fees and expenses for the Company, the Trustee and the Holders) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Company any such Officers' Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the TIA.

        [Signatures on following page]

82

SIGNATURES

        Dated as of October 8, 2003.

COMPANY: VIDÉOTRON LTÉE
By:	/s/  J. SERGE SASSEVILLE Name: J. Serge Sasseville Title: Vice President, Legal Affairs and Secretary
SUBSIDIARY GUARANTORS: GROUPE DE DIVERTISSEMENT SUPERCLUB INC.
By:	/s/  RAYMOND MORISSETTE Name: Raymond Morissette Title: Vice President, Control
LE SUPERCLUB VIDÉOTRON LTÉE
By:	/s/  RAYMOND MORISSETTE Name: Raymond Morissette Title: Vice President, Control
VIDÉOTRON (1998) LTÉE
By:	/s/  J. SERGE SASSEVILLE Name: J. Serge Sasseville Title: Vice President, Legal Affairs and Secretary

83

VIDÉOTRON TVN INC.
By:	/s/  J. SERGE SASSEVILLE Name: J. Serge Sasseville Title: Vice President, Legal Affairs and Secretary

84

TRUSTEE: WELLS FARGO BANK MINNESOTA, N.A.
By:	/s/  FRANK MCDONALD Name: Frank McDonald Title: Vice President

85

EXHIBIT A

(Face of Note)

% SENIOR NOTES DUE JANUARY 15, 2014

	CUSIP                                                   ISIN
No.	US$

VIDÉOTRON LTÉE

promises to pay to CEDE & CO., or its registered assigns, the principal sum of                          Dollars (US$                        ) on January 15, 2014.

Interest Payment Dates: January 15 and July 15, commencing July 15, 2004.

Record Dates: January 1 and July 1.

        IN WITNESS WHEREOF, the Company has caused this Note to be signed by its duly authorized officer.

VIDÉOTRON LTÉE
By:
	Name: Title:

This is one of the [Global]
Notes referred to in the
within-mentioned Indenture:

WELLS FARGO BANK MINNESOTA, N.A.,
as Trustee

By:
	Authorized Signatory

        Dated                         , 2003

A-1

(Back of Note)

6⁷/8% SENIOR NOTES DUE JANUARY 15, 2014

[THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH VIDÉOTRON LTÉE (THE "COMPANY") OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS MEETING THE REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE, OR TRANSFER (i) PURSUANT TO CLAUSE (D) OR (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (ii) TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.]

        [If this note is a global note, insert:] THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

        UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

A-2

        Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

        1.     Interest.    Vidéotron Ltée, a company incorporated under the laws of Québec (the "Company"), promises to pay interest (as defined in the Indenture) on the principal amount of this Note at 6⁷/8% per annum until maturity and shall pay Special Interest, if any, as provided in the Registration Rights Agreement relating to these Notes. The Company shall pay interest semi-annually on January 15 and July 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an "Interest Payment Date"). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided, however, that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be July 15, 2004. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the interest rate then in effect under the Indenture and this Note; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods), from time to time on demand at the same rate to the extent lawful. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. For the purposes of the Interest Act (Canada), the yearly rate of interest which is equivalent to the rate payable hereunder is the rate payable multiplied by the actual number of days in the year and divided by 360.

        2.     Method of Payment.    The Company shall pay interest on the Notes (except defaulted interest) to the Persons in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the January 1 or July 1 next preceding the Interest Payment Date, even if such Notes are cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes shall be payable as to principal, premium, if any, and interest at the office or agency of the Company maintained for such purpose, or, at the option of the Company, payment of interest may be made by check mailed to the Holders at their addresses set forth in the Security Register; provided, however, that payment by wire transfer of immediately available funds shall be required with respect to principal of and interest and premium, if any, on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Company or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

        3.     Paying Agent and Registrar.    Initially, Wells Fargo Bank Minnesota, N.A., the Trustee under the Indenture, shall act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

        4.     Indenture.    The Company issued the Notes under an Indenture dated as of October 8, 2003 ("Indenture") among the Company, the guarantors party thereto (the "Subsidiary Guarantors") and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

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        5.     Optional Redemption.

(a)

Except as set forth in clauses (b) and (c) of this Paragraph 5, the Notes shall not be redeemable at the option of the Company prior to January 15, 2009. Beginning on January 15, 2009, the Company may redeem all or a part of the Notes, at once or over time, in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon on the Notes redeemed, to the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on January 15 of the years indicated below:

Redemption Year	Percentage
2009	103.438%
2010	102.292%
2011	101.146%
2012 and thereafter	100.000%

        (b)   At any time and from time to time prior to January 15, 2007, the Company may on one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under this Indenture at a redemption price (expressed as a percentage of principal amount) equal to 106.875% of the principal amount thereof, plus accrued and unpaid interest thereon to the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings; provided, however, that (i) at least 65% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption shall be made within 90 days of the date of closing of any such Equity Offering.

        (c)   If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, upon not less than 30 nor more than 60 days' notice, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than US$20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company's after-tax position, at its option, waive the Company's compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder's Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that Holder's Notes pursuant to this clause (c).

        (d)   Any prepayment pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

        6.    Mandatory Redemption.    Except as set forth in Sections 4.12 and 4.18 of the Indenture, the Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

        7.    Repurchase at Option of Holder.

        (a)   Upon the occurrence of a Change of Control, the Company shall make an offer to all Holders to repurchase all (equal to US$1,000 or an integral multiple of US$1,000) of such Holder's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest on the Notes repurchased to the purchase date in accordance with the procedures set forth in Section 3.09 of the Indenture.

        (b)   If the Company or a Restricted Subsidiary consummates any Asset Sales, it shall not be required to apply any Net Proceeds in accordance with the Indenture until the aggregate Excess Proceeds from all Asset Sales following the date the Notes are first issued exceeds US$35.0 million. Thereafter, the Company shall commence an Asset Sale Offer by applying the Excess Proceeds pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) that may be purchased out of the Excess Proceeds at an offer price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Special Interest, if any, to the Purchase Date in accordance with the procedures set forth in Section 3.09 of the Indenture. To the extent that the aggregate amount of Notes (including Additional Notes) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may apply such deficiency for any purpose not prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis.

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        8.    Notice of Redemption.    Notices of redemption shall be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than US$1,000 may be redeemed in part but only in integral multiples of US$1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest shall cease to accrue on Notes or portions thereof called for redemption.

        9.    Denominations, Transfer, Exchange.    The Notes are in registered form without coupons in denominations of US$1,000 and integral multiples of US$1,000. This Note shall represent the aggregate principal amount of outstanding Notes from time to time endorsed hereon and the aggregate principal amount of Notes represented hereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

        10.    Persons Deemed Owners.    The registered Holder of a Note may be treated as its owner for all purposes.

        11.    Amendment, Supplement and Waiver.    Subject to certain exceptions, the Company and the Trustee may amend or supplement the Indenture or the Notes with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, interest or Special Interest or Additional Amounts, if any, on the Notes and (ii) in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment) or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of any Holder, the Company and the Trustee may amend or supplement the Indenture or the Notes to (a) cure any ambiguity, defect or inconsistency; (b) provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (c) provide for the assumption of the obligations of the Company and/or a Subsidiary Guarantor to Holders in the case of a merger, consolidation, or amalgamation or sale of all or substantially all of the assets of the Company and/or a Subsidiary Guarantor; provided, however, that the Company shall deliver to the Trustee (i) an Opinion of Counsel to the effect that Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such assumption by a successor corporation and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such assumption had not occurred, and (ii) an Opinion of Counsel in Canada to the effect that Holders will not recognize income, gain or loss for Canadian federal, provincial or territorial tax purposes as a result of such assumption by a successor corporation and will be subject to Canadian federal, provincial or territorial taxes (including withholding taxes) on the same amounts, in the same manner and at the same times as would have been the case if such assumption had not occurred; (d) make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder; (e) add additional guarantees with respect to the Notes or release Subsidiary Guarantors from Subsidiary Guarantees as provided or permitted by the terms of the Indenture; (f) provide for the issuance of Additional Notes in accordance with the Indenture; or (g) comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA.

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        12.    Defaults and Remedies.    Each of the following is an Event of Default under the Indenture: (a) default for 30 days in the payment when due of interest on, including Additional Amounts or Special Interest, if any, or with respect to, the Notes; (b) default in payment, when due at Stated Maturity, upon acceleration, redemption, required repurchase or otherwise, of the principal of, or premium, if any, on the Notes; (c) failure by the Company or any Restricted Subsidiary to comply with the provisions of Section 4.09, 4.10, 4.12, 4.18 or 5.01 of the Indenture; (d) failure by the Company or any Restricted Subsidiary for 30 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the aggregate principal amount of the Notes outstanding to comply with any of its other covenants or agreements in the Indenture; (e) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness by the Company or any Restricted Subsidiary, or the payment of which is guaranteed by the Company or any Restricted Subsidiary, whether such Indebtedness or guarantee now exists, or is created after the Issue Date, if that default: (i) is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness when due at the final maturity of such Indebtedness (a "Payment Default"); or (ii) results in the acceleration of such Indebtedness prior to its Stated Maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates US$25.0 million or more; (f) failure by the Company or any Restricted Subsidiary to pay final, non-appealable judgments aggregating in excess of US$25.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; (g) any Subsidiary Guarantee of a Significant Subsidiary ceases, or the Subsidiary Guarantees of any group of Subsidiaries that, when taken together, would constitute a Significant Subsidiary cease, to be in full force and effect (other than in accordance with the terms of any such Subsidiary Guarantee) or any Subsidiary Guarantor that is a Significant Subsidiary denies or disaffirms its obligations under its Subsidiary Guarantee, or a group of Subsidiary Guarantors that, when taken together, would constitute a Significant Subsidiary deny or disaffirm their obligations under their respective Subsidiary Guarantees; and (h) certain events of bankruptcy, insolvency or reorganization affecting the Company or any of its Significant Subsidiaries.

        If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency described in the Indenture, all outstanding Notes shall become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of at least a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, or interest or Special Interest or Additional Amounts, if any) if it determines in good faith that withholding notice is in the interests of the Holders. The Holders of at least a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest or Special Interest or Additional Amounts, if any. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

        13.    Trustee Dealings with Company.    Subject to certain limitations, the Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Subsidiary Guarantor or any Subsidiary Guarantor or any Affiliate of the Company with the same rights it would have if it were not Trustee.

        14.    No Recourse Against Others.    No past, present or future director, officer, employee, incorporator or stockholder of the Company or of any Subsidiary Guarantor, as such, shall have any liability for any obligations of the Company or any Subsidiary Guarantor under the Indenture, the Notes, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability.

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        15.    Authentication.    This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

        16.    Abbreviations.    Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

        17.    Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes. In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes that are Initial Notes shall have all the rights set forth in the Registration Rights Agreement, dated as of October 8, 2003, among the Company and the parties named on the signature pages thereto or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes shall have the rights set forth in one or more Registration Rights Agreements, if any, among the Company and the other parties thereto, relating to rights given by the Company to the purchasers of such Additional Notes.

        18.    CUSIP Numbers.    Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and has directed the Trustee to use CUSIP numbers in notices of redemption or notices of Offers to Purchase as a convenience to Holders. No representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption or notice of an Offer to Purchase and reliance may be placed only on the other identification numbers printed thereon and any such redemption or Offer to Purchase shall not be affected by any defect in or omission of such numbers.

        The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: Vidéotron Ltée, 300 Viger Avenue East, Montréal, Québec H2X 3W4, Canada, Attention: Director, Legal Affairs.

        19.    Governing Law.    The internal law of the State of New York shall govern and be used to construe this Note.

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Option of Holder to Elect Purchase

If you want to elect to have this Note purchased by the Company pursuant to Section 4.12 or 4.18 of the Indenture, check the box below:

o    Section 4.12

o    Section 4.18

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.12 or Section 4.18 of the Indenture, state the amount you elect to have purchased: US$                        

Date:	Your Signature:                                                             (Sign exactly as your name appears on the face of this Note)
	Tax Identification No.:
	SIGNATURE GUARANTEE:
	Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

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Assignment Form

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to

(Insert assignee's social security or other tax I.D. no.)

(Print or type assignee's name, address and zip code)

and irrevocably appoint

as agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date:	Your Signature:                                                             (Sign exactly as your name appears on the face of this Note)
	Signature Guarantee:
	Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

        The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Signature of authorized signatory of Trustee or Note Custodian

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EXHIBIT B
FORM OF CERTIFICATE OF TRANSFER

Vidéotron Ltée
300 Viger Avenue East
Montréal, Québec H2X 3W4
Canada
Attention: Director, Legal Affairs

Wells Fargo Bank Minnesota, N.A.
213 Court Street, Suite 703
Middletown, CT 06457
Attention: Corporate Trust Services
Facsimile No.: (860) 508-7285

        Re:    6⁷/8% Senior Notes due January 15, 2014

        Reference is hereby made to the Indenture, dated as of October 8, 2003 (the "Indenture"), among Vidéotron Ltée, as issuer (the "Company"), the Subsidiary Guarantors party thereto and Wells Fargo Bank Minnesota, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                                , (the "Transferor") owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of US$                         in such Note[s] or interests (the "Transfer"), to                          (the "Transferee"), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

        1.     o    Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Definitive Note Pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a "qualified institutional buyer" within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

        2.     o    Check if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(a) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Distribution Compliance Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note, the Temporary Regulation S Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

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        3.     o    Check and complete if Transferee will take delivery of a Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

        (a)   o    such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

or

        (b)   o    such Transfer is being effected to the Company or a Subsidiary thereof;

or

        (c)   o    such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act;

or

        (d)   o    such Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit D to the Indenture and (2) if such Transfer is in respect of a principal amount of Notes at the time of transfer of less than US$250,000, an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Definitive Notes and in the Indenture and the Securities Act.

        4.     o    Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.

        (a)   o    Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

        (b)   o    Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

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        (c)   o    Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

        This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

[Insert Name of Transferor]

By:
	Name: Title:
Dated:

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ANNEX A TO CERTIFICATE OF TRANSFER

1.

The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a)

o    a beneficial interest in the:



(i)

o    144A Global Note (CUSIP                         ), or



(ii)

o    Regulation S Global Note (CUSIP                         ); or



(b)

o    a Restricted Definitive Note.

2.

After the Transfer the Transferee will hold:

[CHECK ONE OF (a), (b) OR (c)]

(a)

o    a beneficial interest in the:



(i)

o    144A Global Note (CUSIP                         ), or



(ii)

o    Regulation S Global Note (CUSIP                         ), or



(iii)

o    Unrestricted Global Note (CUSIP                         ); or



(b)

o    a Restricted Definitive Note; or



(c)

o    an Unrestricted Definitive Note,

        in accordance with the terms of the Indenture.

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EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Vidéotron Ltée
300 Viger Avenue East
Montréal Québec H2X 3W4
Canada
Attention: Director, Legal Affairs

Wells Fargo Bank Minnesota, N.A.
213 Court Street, Suite 703
Middletown, CT 06457
Attention: Corporate Trust Services
Facsimile No.: (860) 508-7285

        Re:    6⁷/8% Senior Notes due January 15, 2014

        Reference is hereby made to the Indenture, dated as of October 8, 2003 (the "Indenture"), among Vidéotron Ltée, as issuer (the "Company"), the Subsidiary Guarantors party thereto and Wells Fargo Bank Minnesota, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                                                                   , (the "Owner") owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of US$                         in such Note[s] or interests (the "Exchange"). In connection with the Exchange, the Owner hereby certifies that:

        1.     Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note

        (a)   o    Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note.    In connection with the Exchange of the Owner's beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Note and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the "Securities Act"), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

        (b)   o    Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note.    In connection with the Exchange of the Owner's beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Note and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

        (c)   o    Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note.    In connection with the Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

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        (d)   o    Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note.    In connection with the Owner's Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

        2.     Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes

        (a)   o    Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note.    In connection with the Exchange of the Owner's beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner's own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

        (b)   o    Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note.    In connection with the Exchange of the Owner's Restricted Definitive Note for a beneficial interest in the [CIRCLE ONE] 144A Global Note, Regulation S Global Note, IAI Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner's own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Definitive Note and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

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        This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

[Insert Name of Transferor]
By:
	Name: Title:
Dated:

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EXHIBIT D

FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Vidéotron Ltée
300 Viger Avenue East
Montréal Québec H2X 3W4
Canada
Attention: Director, Legal Affairs

Wells Fargo Bank Minnesota, N.A.
213 Court Street, Suite 703
Middletown, CT 06457
Attention: Corporate Trust Services
Facsimile No.: (860) 508-7285

        Re:    6⁷/8% Senior Notes due January 15, 2014

        Reference is hereby made to the Indenture, dated as of October 8, 2003 (the "Indenture"), among Vidéotron Ltée, as issuer (the "Company"), the Subsidiary Guarantors party thereto and Wells Fargo Bank Minnesota, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

        In connection with our proposed purchase of US$                         aggregate principal amount of:

        (a)   o    a beneficial interest in a Global Note, or

        (b)   o    a Definitive Note,

        we confirm that:

        1.     We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the United States Securities Act of 1933, as amended (the "Securities Act").

        2.     We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a "qualified institutional buyer" (as defined therein) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A under the Securities Act, (C) to an institutional "accredited investor" (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially in the form of this letter and, such transfer is in respect of a minimum principal amount of Notes of US$250,000, (D) pursuant to offers and sales to non-U.S. Persons that occur outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to any other available exemption under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any Person purchasing the Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.

        3.     We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing effect.

D-1

        4.     We are an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment. We have had access to such financial and other information and have been afforded the opportunity to ask such questions of representatives of the Company and receive answers thereto, as we deem necessary in connection with our decision to purchase the Notes.

        5.     We are acquiring the Notes or beneficial interest therein purchased by us for our own account, or for one or more accounts (each of which is an institutional "accredited investor") as to each of which we exercise sole investment discretion, for investment purposes only and are not acquiring the Notes with a view to any distribution thereof in a transaction that would violate the Securities Act of the securities laws of any state of the United States or any other applicable jurisdiction.

        You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. This letter shall be governed by, and construed in accordance with, the laws of the State of New York.

[Insert Name of Accredited Investor]
By:
	Name: Title: Dated:
Dated:

D-2

EXHIBIT E

FORM OF NOTATION OF GUARANTEE

        For value received, each Subsidiary Guarantor (which term includes any successor Person under the Indenture), jointly and severally, hereby unconditionally guarantees, to the extent set forth in the Indenture and subject to the provisions in the Indenture, dated as of October 8, 2003 (the "Indenture"), among Vidéotron Ltée, as issuer (the "Company"), the Subsidiary Guarantors listed on the signature pages thereto and Wells Fargo Bank Minnesota, N.A., as trustee (the "Trustee"), (a) the due and punctual payment of the principal of, premium, if any, and interest and Special Interest and Additional Amounts, if any, on the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal and premium, if any, and, to the extent permitted by law, interest and Special Interest and Additional Amounts, if any, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee under the Notes and the Indenture, all in accordance with the terms of the Notes and the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration pursuant to Section 6.02 of the Indenture, redemption or otherwise. The obligations of the Subsidiary Guarantors to the Holders of Notes and to the Trustee pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth in Article 10 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Subsidiary Guarantee. Except to the extent provided in the Indenture, including Sections 8.02, 8.03 and 10.05 thereof, this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained herein and in the Indenture. Each Holder of a Note, by accepting the same agrees to and shall be bound by such provisions. Capitalized terms used herein and not defined are used herein as so defined in the Indenture.

[NAME OF GUARANTOR]
By:
	Name: Title:

E-1

EXHIBIT F

FORM OF SUBORDINATION AGREEMENT

        This SUBORDINATION AGREEMENT is dated as of                        (the "Agreement").

To:        Wells Fargo Bank Minnesota, N.A., for itself and as trustee under the Indenture referred to
             below for the holders of the Notes (the "Trustee")

        [OBLIGOR] (the "Obligor"), as obligor under the obligation dated as of                        made or issued by the Obligor in favor of [HOLDER] (the "Subordinated Security"), and [HOLDER], as holder (the "Holder") of the Subordinated Security, for ten dollars and other good and valuable consideration received by each of the Obligor and the Holder from the Trustee and any other Representative and by each of the Obligor and the Holder from the other, agree as follows:

1.    Interpretation.

        (a)   "Cash, Property or Securities".    "Cash, Property or Securities" shall not be deemed to include securities of the Obligor or any other Person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided herein with respect to the Subordinated Security, to the payment of all Senior Indebtedness which may at the time be outstanding; provided, however, that (i) all Senior Indebtedness is assumed by the new Person, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment.

        (b)   "payment in full".    "payment in full", with respect to Senior Indebtedness, means the receipt on an irrevocable basis of cash in an amount equal to the unpaid principal amount of the Senior Indebtedness and premium, if any, and interest and any special interest thereon to the date of such payment, together with all other amounts owing with respect to such Senior Indebtedness.

        (c)   "Representative"    means the agent (including an administrative agent), trustee or representative of holders of Senior Indebtedness.

        (d)   "Senior Indebtedness".    "Senior Indebtedness" means, at any date, all indebtedness (including, without limitation, any and all amounts of principal, interest, special interest, additional amounts, premium, fees, penalties, indemnities and "post-petition interest" in bankruptcy and any reimbursement of expenses) under (1) the Indenture, including, without limitation, the "Notes," the "Subsidiary Guarantees," the "Exchange Notes," the "Additional Notes" and any "guarantee" of the Exchange Notes or the Additional Notes (in each case, as defined in the Indenture) and (2) any Credit Facilities (as defined in the Indenture) of Vidéotron.

2.    Agreement Entered into Pursuant to Indenture.    The Obligor and the Holder are entering into this Agreement pursuant to the provisions of the Indenture, dated as of October 8, 2003 (the "Indenture"; capitalized terms used herein without definition having the meanings set forth therein) among Vidéotron, the Subsidiary Guarantors and the Trustee. Pursuant to the Indenture, Vidéotron has issued and the Subsidiary Guarantors have guaranteed, 6⁷/8% Senior Notes due January 15, 2014 of Vidéotron.

3.    Subordination.    The indebtedness or obligation represented by the Subordinated Security shall be subordinated as follows:

        (a)   Agreement to Subordinate.    The Obligor, for itself and its successors and assigns, and the Holder agree, that the indebtedness or obligation evidenced by the Subordinated Security (including, without limitation, principal, interest, premium, redemption or retraction amount, dividend, fees, penalties, indemnities and "post-petition interest" in bankruptcy and any reimbursement of expenses) is subordinate and junior in right of payment, to the extent and in the manner provided in this Section 3, to the prior payment in full of all Senior Indebtedness. The provisions of this Section 3 are for the benefit of the Trustee and/or other Representative acting on behalf of the holders from time to time of Senior Indebtedness, and such holders are hereby made obligees hereunder to the same extent as if their names were written herein as such, and they (collectively or singly) may proceed to enforce such provisions.

F-1

        (b)   Liquidation, Dissolution or Bankruptcy.

(i)

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



(A)

the holders of Senior Indebtedness shall be entitled to receive payment in full of all Senior Indebtedness before the Holder shall be entitled to receive any payment of any amount owing in respect of the Subordinated Security (including, without limitation, principal, interest, premium, redemption or retraction amount, or dividend);



(B)

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



(C)

in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Obligor of any kind or character, whether in Cash, Property or Securities, shall be received by the Holder before all Senior Indebtedness is paid in full, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the Trustee and/or other Representative on behalf of the holders of Senior Indebtedness (equally and ratably among the holders of Senior Indebtedness), as their interests may appear, for application to the payment of all Senior Indebtedness until all Senior Indebtedness shall have been paid in full after giving effect to any concurrent payment or distribution to the holders of Senior Indebtedness in respect of such Senior Indebtedness.



(ii)

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

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

(i)

impair, as between the Obligor and the Holder, the obligation of the Obligor, which is absolute and unconditional, to make the payments required by the Subordinated Security in accordance with its terms; or



(ii)

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



(iii)

affect the relative rights of the holders of Senior Indebtedness among themselves; or



(iv)

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

        (d)   Subordination May Not Be Impaired.

(i)

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



(ii)

The Holder agrees that all indebtedness or obligation evidenced by the Subordinated Security will be unsecured by any Lien upon or with respect to any property of the Obligor.



(iii)

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

        (e)   Holder Entitled to Rely.    Upon any payment or distribution pursuant to this Section 3, the Holder shall be entitled to rely (i) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 3(b) are pending, (ii) upon a certificate of the liquidating trustee or agent or other person in such proceedings making such payment or distribution to the Holder or its representative, if any, or (iii) upon a certificate of the Trustee and/or other Representative (if any) of the holders of Senior Indebtedness for the purpose of ascertaining the persons entitled to participate in such payment or distribution, the holders of the Senior Indebtedness and other indebtedness of the Obligor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section 3.

F-3

4.    Enforceability.    Each of the Obligor and the Holder represents and warrants that this Agreement has been duly authorized, executed and delivered by each of the Obligor and the Holder and constitutes a valid and legally binding obligation of each of the Obligor and the Holder, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; and that, in the case of a Subordinated Security made or issued by Vidéotron or a Subsidiary Guarantor, on the date hereof, the Holder shall deliver an opinion or opinions of counsel to such effect to the Trustee for the benefit of the holders of the Senior Indebtedness under the Indenture.

5.    Miscellaneous.

        (a)   Until payment in full of all the Senior Indebtedness, the Obligor and the Holder agree that no amendment shall be made to the Subordinated Security which would affect the rights of the holders of the Senior Indebtedness hereunder.

        (b)   This Agreement may not be amended or modified in any respect, nor may any of the terms or provisions hereof be waived, except by an instrument signed by the Obligor, the Holder and the Trustee and/or other Representative (if any).

        (c)   This Agreement shall be binding upon each of the parties hereto and their respective successors and assigns and shall inure to the benefit of the Trustee and/or other Representative (if any) and each and every holder of Senior Indebtedness and their respective successors and assigns.

        (d)   This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

        (e)   The Holder and the Obligor each hereby irrevocably agrees that any suits, actions or proceedings arising out of or in connection with this Agreement may be brought in any state or federal court sitting in The City of New York or any court in the Province of Québec and submits and attorns to the non-exclusive jurisdiction of each such court.

        (f)    The Holder and the Obligor will whenever and as often as reasonably requested to do so by the Trustee and/or other Representative (if any), do, execute, acknowledge and deliver any and all such other and further acts, assignments, transfers and any instruments of further assurance, approvals and consents as are necessary or proper in order to give complete effect to this Agreement.

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

F-4

        If to the Obligor:

        [                        ]

        If to the Holder:

        [                        ]

        Each of the Holder and the Obligor further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect so long as any Notes or Exchange Notes (including any Additional Notes) remain outstanding.

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

[OBLIGOR]
By:
	Name: Title:
[HOLDER]
By:
	Name: Title:

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TABLE OF CONTENTS

			Page
ARTICLE 1.    DEFINITIONS AND INCORPORATION BY REFERENCE			1
	Section 1.01.	Definitions	1
	Section 1.02.	Other Definitions	21
	Section 1.03.	Incorporation by Reference of Trust Indenture Act	22
	Section 1.04.	Rules of Construction	22
ARTICLE 2.    THE NOTES			23
	Section 2.01.	Form and Dating	23
	Section 2.02.	Execution and Authentication	23
	Section 2.03.	Registrar and Paying Agent	24
	Section 2.04.	Paying Agent to Hold Money in Trust	24
	Section 2.05.	Holder Lists	24
	Section 2.06.	Transfer and Exchange	24
	Section 2.07.	Replacement Notes	34
	Section 2.08.	Outstanding Notes	35
	Section 2.09.	Treasury Notes	35
	Section 2.10.	Temporary Notes	35
	Section 2.11.	Cancellation	35
	Section 2.12.	Defaulted Interest	35
	Section 2.13.	CUSIP or ISIN Numbers	36
	Section 2.14.	Special Interest	36
	Section 2.15.	Issuance of Additional Notes	36
ARTICLE 3.    REDEMPTION AND PREPAYMENT			37
	Section 3.01.	Notices to Trustee	37
	Section 3.02.	Selection of Notes to Be Redeemed	37
	Section 3.03.	Notice of Redemption	37
	Section 3.04.	Effect of Notice of Redemption	38
	Section 3.05.	Deposit of Redemption Price	38
	Section 3.06.	Notes Redeemed in Part	38
	Section 3.07.	Optional Redemption	38
	Section 3.08.	Mandatory Redemption	39
	Section 3.09.	Offers To Purchase	39
ARTICLE 4.    COVENANTS			41
	Section 4.01.	Payment of Notes	41
	Section 4.02.	Maintenance of Office or Agency	41

i

TABLE OF CONTENTS
(continued)

			Page
	Section 4.03.	Reports	42
	Section 4.04.	Compliance Certificate	42
	Section 4.05.	Taxes	43
	Section 4.06.	Stay, Extension and Usury Laws	43
	Section 4.07.	Corporate Existence	43
	Section 4.08.	Payments for Consent	43
	Section 4.09.	Incurrence of Indebtedness and Issuance of Preferred Shares	43
	Section 4.10.	Restricted Payments	46
	Section 4.11.	Liens	49
	Section 4.12.	Asset Sales	49
	Section 4.13.	Dividend and Other Payment Restrictions Affecting Subsidiaries	51
	Section 4.14.	Transactions with Affiliates	52
	Section 4.15.	Sale and Leaseback Transactions	53
	Section 4.16.	Issuances and Sales of Equity Interests in Subsidiaries	54
	Section 4.17.	Designation of Restricted and Unrestricted Subsidiaries	54
	Section 4.18.	Repurchase at the Option of Holders Upon a Change of Control	55
	Section 4.19.	Future Guarantors	56
	Section 4.20.	Additional Amounts	56
	Section 4.21.	Business Activities	57
ARTICLE 5.    SUCCESSORS			57
	Section 5.01.	Merger, Consolidation and Sale of Assets of the Company and Subsidiary Guarantors	57
	Section 5.02.	Successor Corporation Substituted	58
ARTICLE 6.    DEFAULTS AND REMEDIES			59
	Section 6.01.	Events of Default	59
	Section 6.02.	Acceleration	60
	Section 6.03.	Other Remedies	61
	Section 6.04.	Waiver of Past Defaults	61
	Section 6.05.	Control by Majority	62
	Section 6.06.	Limitation on Suits	62
	Section 6.07.	Rights of Holders to Receive Payment	62
	Section 6.08.	Collection Suit by Trustee	62
	Section 6.09.	Trustee May File Proofs of Claim	62
	Section 6.10.	Priorities	63
	Section 6.11.	Undertaking for Costs	63

ii

TABLE OF CONTENTS
(continued)

			Page
ARTICLE 7.    TRUSTEE			63
	Section 7.01.	Duties of Trustee	63
	Section 7.02.	Rights of Trustee	64
	Section 7.03.	Individual Rights of Trustee	65
	Section 7.04.	Trustee's Disclaimer	65
	Section 7.05.	Notice of Defaults	65
	Section 7.06.	Reports by Trustee to Holders	65
	Section 7.07.	Compensation and Indemnity	66
	Section 7.08.	Replacement of Trustee	66
	Section 7.09.	Successor Trustee by Merger, etc.	67
	Section 7.10.	Eligibility; Disqualification	67
	Section 7.11.	Preferential Collection of Claims Against Company	68
ARTICLE 8.    LEGAL DEFEASANCE AND COVENANT DEFEASANCE			68
	Section 8.01.	Option to Effect Legal Defeasance or Covenant Defeasance	68
	Section 8.02.	Legal Defeasance and Discharge	68
	Section 8.03.	Covenant Defeasance	68
	Section 8.04.	Conditions to Legal or Covenant Defeasance	69
	Section 8.05.	Deposited Cash and Government Securities to be Held in Trust; Other Miscellaneous Provisions	70
	Section 8.06.	Repayment to Company	70
	Section 8.07.	Reinstatement	71
ARTICLE 9.    AMENDMENT, SUPPLEMENT AND WAIVER			71
	Section 9.01.	Without Consent of Holders of Notes	71
	Section 9.02.	With Consent of Holders of Notes	72
	Section 9.03.	Compliance with Trust Indenture Act	73
	Section 9.04.	Revocation and Effect of Consents	73
	Section 9.05.	Notation on or Exchange of Notes	73
	Section 9.06.	Trustee to Sign Amendments, etc.	73
ARTICLE 10.    SUBSIDIARY GUARANTEES			74
	Section 10.01.	Guarantee	74
	Section 10.02.	Limitation on Subsidiary Guarantor Liability	75
	Section 10.03.	Execution and Delivery of Subsidiary Guarantee	75
	Section 10.04.	Subsidiary Guarantors May Consolidate, etc., on Certain Terms	76
	Section 10.05.	Releases Following Sale of Assets	76
ARTICLE 11.    SATISFACTION AND DISCHARGE			77

iii

TABLE OF CONTENTS
(continued)

			Page
	Section 11.01.	Satisfaction and Discharge	77
	Section 11.02.	Deposited Cash and Government Securities to be Held in Trust; Other Miscellaneous Provisions	77
	Section 11.03.	Repayment to Company	78
ARTICLE 12.    MISCELLANEOUS			78
	Section 12.01.	Trust Indenture Act Controls	78
	Section 12.02.	Notices	78
	Section 12.03.	Communication by Holders of Notes with Other Holders of Notes	79
	Section 12.04.	Certificate and Opinion as to Conditions Precedent	79
	Section 12.05.	Statements Required in Certificate or Opinion	79
	Section 12.06.	Rules by Trustee and Agents	80
	Section 12.07.	No Personal Liability of Directors, Officers, Employees and Shareholders	80
	Section 12.08.	Governing Law	80
	Section 12.09.	No Adverse Interpretation of Other Agreements	80
	Section 12.10.	Successors	80
	Section 12.11.	Severability	80
	Section 12.12.	Consent to Jurisdiction and Service of Process	80
	Section 12.13.	Conversion of Currency	81
	Section 12.14.	Currency Equivalent	82
	Section 12.15.	Counterpart Originals	82
	Section 12.16.	Table of Contents, Headings, etc.	82
	Section 12.17.	Qualification of this Indenture	82
EXHIBIT A:		FORM OF NOTE
EXHIBIT B:		FORM OF CERTIFICATE OF TRANSFER
EXHIBIT C:		FORM OF CERTIFICATE OF EXCHANGE
EXHIBIT D:		FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
EXHIBIT E:		FORM OF NOTATION OF GUARANTEE
EXHIBIT F:		FORM OF SUBORDINATION AGREEMENT

iv

CROSS-REFERENCE TABLE

TIA Section Reference	Indenture Section
310(a)(1)	7.10
(a)(2)	7.10
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)	7.10
(b)	7.08, 7.10
(c)	N.A.
311(a)	7.11
(b)	7.11
(c)	N.A.
312(a)	2.05
(b)	12.03
(c)	12.03
313(a)	7.06
(b)(1)	N.A.
(b)(2)	7.06, 7.07
(c)	7.06, 12.02
(d)	7.06
314(a)	4.03, 4.04, 12.02
(b)	N.A.
(c)(1)	12.04
(c)(2)	12.04
(c)(3)	N.A.
(d)	N.A.
(e)	12.05
315(a)	7.01
(b)	7.05, 12.02
(c)	7.01
(d)	7.01
(e)	6.11
316(a) (last sentence)	2.09
(a)(1)(A)	6.05
(a)(1)(B)	6.04
(a)(2)	N.A.
(b)	6.07
317(a)(1)	6.08
(a)(2)	6.09
(b)	2.04
318(a)	12.01

N.A. means Not Applicable.

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be part of this Indenture.

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ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE
ARTICLE 2. THE NOTES
ARTICLE 3. REDEMPTION AND PREPAYMENT
ARTICLE 4. COVENANTS
ARTICLE 5. SUCCESSORS
ARTICLE 6. DEFAULTS AND REMEDIES
ARTICLE 7. TRUSTEE
VIDÉOTRON LTÉE
Assignment Form
SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE
EXHIBIT C FORM OF CERTIFICATE OF EXCHANGE
EXHIBIT D FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
EXHIBIT E FORM OF NOTATION OF GUARANTEE
EXHIBIT F FORM OF SUBORDINATION AGREEMENT
TABLE OF CONTENTS
CROSS-REFERENCE TABLE

EX-4.4

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Exhibit 4.4

EXECUTION COPY

REGISTRATION RIGHTS AGREEMENT

by and among

Vidéotron Ltée

and

The Guarantors
listed on Schedule A hereto

and

Banc of America Securities LLC

Citigroup Global Markets Inc.
RBC Dominion Securities Corporation
Scotia Capital (USA) Inc.
TD Securities (USA) Inc.
Harris Nesbitt Corp.
Credit Suisse First Boston LLC
CIBC World Markets Corp.
NBF Securities (USA) Corp.

Dated as of October 8, 2003

REGISTRATION RIGHTS AGREEMENT

        This Registration Rights Agreement (this "Agreement") is made and entered into as of October 8, 2003, by and among Vidéotron Ltée, a company incorporated under the laws of the Province of Quebec (the "Company"), the guarantors listed on Schedule A hereto (the "Guarantors") and Banc of America Securities LLC, Citigroup Global Markets Inc., RBC Dominion Securities Corporation, Scotia Capital (USA) Inc., TD Securities (USA) Inc., Harris Nesbitt Corp., Credit Suisse First Boston LLC, CIBC World Markets Corp. and NBF Securities (USA) Corp. (each an "Initial Purchaser" and, collectively, the "Initial Purchasers"). Each of the Initial Purchasers has agreed to purchase the Company's Initial Notes (as defined below) pursuant to the Purchase Agreement (as defined below).

        This Agreement is made pursuant to the Purchase Agreement (as defined below). In order to induce the Initial Purchasers to purchase the Initial Notes, the Company and the Guarantors have agreed, for the benefit of each Initial Purchaser and for the benefit of the holders from time to time of the Notes (including each Initial Purchaser) to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(h) of the Purchase Agreement, and capitalized terms not defined herein are used as defined in the Purchase Agreement.

The parties hereby agree as follows:

        SECTION 1. Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings:

        Advice:    As defined in Section 6(c) hereof.

        Broker-Dealer:    Any broker or dealer registered as such under the Exchange Act.

        Business Day:    Any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City.

        Closing Date:    The date of this Agreement.

        Commission:    The United States Securities and Exchange Commission.

        Consummate:    A registered Exchange Offer shall be deemed "Consummated" for purposes of this Agreement when (i) the Exchange Offer Registration Statement has been filed and declared effective by the Commission, (ii) such Registration Statement was kept continuously effective and the Exchange Offer was kept open for a period not less than the minimum period required pursuant to Section 3(b) hereof and (iii) the Company has delivered to the Registrar under the Indenture Exchange Notes in the same aggregate principal amount as the aggregate principal amount of Initial Notes that were tendered by Holders thereof pursuant to the Exchange Offer.

        Controlling person:    As defined in Section 8(a) hereof.

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        Effectiveness Target Date:    As defined in Section 5 hereof.

        Exchange Act:    The United States Securities Exchange Act of 1934, as amended.

        Exchange Notes:    The 6⁷/8% Senior Notes due January 15, 2014, of the same series under the Indenture as the Initial Notes, including the Guarantees attached thereto, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement.

        Exchange Offer:    The registration under the Securities Act of the Exchange Notes pursuant to a Registration Statement pursuant to which the Holders of all outstanding Transfer Restricted Securities are offered the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Notes in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders.

        Exchange Offer Registration Statement:    The Registration Statement relating to the Exchange Offer, including the related Prospectus.

        Holder:    As defined in Section 2(b) hereof.

        Indemnified Holder:    As defined in Section 8(a) hereof.

        Indenture:    The Indenture, dated as of October 8, 2003, among the Company, the Guarantors and Wells Fargo Bank Minnesota, N.A., as trustee (the "Trustee"), pursuant to which the Notes are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the terms thereof.

        Initial Notes:    The 6⁷/8% Senior Notes due January 15, 2014, of the same series under the Indenture as the Exchange Notes, including the Guarantees attached thereto, for so long as such securities constitute Transfer Restricted Securities.

        Initial Placement:    The issuance and sale by the Company of the Initial Notes to the Initial Purchasers pursuant to the Purchase Agreement.

        Interest Payment Date:    As defined in the Indenture and the Notes.

        NASD:    National Association of Securities Dealers, Inc.

        Notes:    The Initial Notes and the Exchange Notes.

        Person:    An individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

        Prospectus:    The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

2

        Purchase Agreement:    The Purchase Agreement, dated as of October 2, 2003, among the Company, the Guarantors and the Initial Purchasers.

        Registration Default:    As defined in Section 5 hereof.

        Registration Statement:    Any registration statement of the Company and the Guarantors relating to (a) an offering of Exchange Notes pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

        Securities Act:    The United States Securities Act of 1933, as amended.

        Shelf Filing Deadline:    As defined in Section 4(a) hereof.

        Shelf Registration Statement:    As defined in Section 4(a) hereof.

        Special Interest:    As defined in Section 5 hereof.

        Transfer Restricted Securities:    Each Initial Note, until the earliest to occur of (a) the date on which such Initial Note is exchanged in the Exchange Offer and entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Securities Act, (b) the date on which such Initial Note has been effectively registered under the Securities Act and disposed of in accordance with a Shelf Registration Statement and (c) the date on which such Initial Note is distributed to the public pursuant to Rule 144 under the Securities Act or by a Broker-Dealer pursuant to the "Plan of Distribution" contemplated by the Exchange Offer Registration Statement (including delivery of the Prospectus contained therein).

        Trust Indenture Act:    The United States Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa, et seq.) as in effect on the date of the Indenture.

        Underwritten Registration or Underwritten Offering:    A registration in which securities of the Company are sold to an underwriter for reoffering to the public.

        SECTION 2. Securities Subject to this Agreement.

(a)

Transfer Restricted Securities.    The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities.



(b)

Holders of Transfer Restricted Securities.    A Person is deemed to be a holder of Transfer Restricted Securities (each, a "Holder") whenever such Person owns Transfer Restricted Securities.

        SECTION 3. Registered Exchange Offer.

(a)

Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Company and the Guarantors shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 45 days after the Closing Date (or if such 45^th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Notes and the Exchange Offer, (ii) use their best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 120 days after the Closing Date (or if such 120^th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of (i) the offers of the Exchange Notes in exchange for the Transfer Restricted Securities and (ii) the resales of Exchange Notes held by Broker-Dealers as contemplated by Section 3(c) below.

3

(b)

The Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 30 days after the date notice of the Exchange Offer is mailed to the Holders. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 180 days after the Closing Date (or if such 180^th day is not a Business Day, the next succeeding Business Day).



(c)

The Company and the Guarantors shall indicate in a "Plan of Distribution" section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Notes that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer except to the extent required by the Commission as a result of a change in policy after the date of this Agreement.

4

        The Company and the Guarantors shall use their best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) below to the extent necessary to ensure that it is available for resales of Exchange Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities.

        The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to Broker-Dealers promptly upon request at any time during such 180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.

SECTION 4.    Shelf Registration

        (a)   Shelf Registration.    If (i) the Company and the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), (ii) for any reason the Exchange Offer is not Consummated within 180 days after the Closing Date (or if such 180^th day is not a Busines Day, the next succeeding Business Day), or (iii) with respect to any Holder of Transfer Restricted Securities, such Holder notifies the Company prior to 20^th day following the Consummation of the Exchange Offer that (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer and holds Initial Notes acquired directly from the Company or one of its affiliates, then, upon such Holder's request, the Company and the Guarantors shall:

        (x)   cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the "Shelf Registration Statement") as soon as practicable but in any event on or prior to 45 days after the date on which the filing obligation arises (or if such 45^th day is not a Business Day, the next succeeding Business Day) (such date being the "Shelf Filing Deadline"), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof; and

        (y)   use their best efforts to cause such Shelf Registration Statement to be declared effective by the Commission on or before the 120^th day after date on which the filing obligation arises (or if such 120^th day is not a Business Day, the next succeeding Business Day).

5

        The Company and the Guarantors shall use their best efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Notes by the Holders of Transfer Restricted Securities entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years following the Closing Date (or shorter period that will terminate when all the Notes covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement).

        (b)   Provision by Holders of Certain Information in Connection with the Shelf Registration Statement.    No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 20 business days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.

SECTION 5.    Special Interest.    If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the "Effectiveness Target Date"), (iii) the Exchange Offer has not been Consummated within 30 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, unless a Shelf Registration Statement or its related Prospectus ceases to be effective or usable solely as a result of the occurrence of a material event with respect to the Company and/or the Guarantors that would be required by law to be described in such Shelf Registration Statement or the related Prospectus, provided that the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement or the related Prospectus to describe such event, (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Company and the Guarantors hereby agree that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by an additional 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increase exceed 1.00% per annum. Such additional interest to be paid pursuant to a Registration Default is referred to herein as "Special Interest." Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions.

6

        All Special Interest accrued pursuant to this Section 5 shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes.

        All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Note shall have been satisfied in full.

SECTION 6.    Registration Procedures

        (a)   Exchange Offer Registration Statement.    In connection with the Exchange Offer, the Company and the Guarantors shall comply with all of the provisions of Section 6(c) below, shall use their best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:

        (i)    If in the reasonable opinion of counsel to the Company there is a question as to whether the Exchange Offer is permitted by applicable law, the Company and the Guarantors hereby agree to diligently pursue a favorable decision from the Commission allowing the Company and the Guarantors to Consummate an Exchange Offer for such Initial Notes.

        (ii)   As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation thereof, a written representation to the Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company's preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from the Company.

7

        (b)   Shelf Registration Statement.    In connection with the Shelf Registration Statement, the Company and the Guarantors shall comply with all the provisions of Section 6(c) below and shall use their best efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto the Company and the Guarantors will, in accordance with the time limitations set forth in Section 4 of this Agreement, prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Securities Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof.

        (c)   General Provisions.    In connection with any Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Notes by Broker-Dealers), the Company and the Guarantors shall:

        (i)    use their best efforts to keep such Registration Statement continuously effective and provide all requisite financial statements (including, if required by the Securities Act or any regulation thereunder, financial statements of the Guarantors for the period specified in Section 3 or 4 of this Agreement, as applicable; upon the occurrence of any event that would cause (A) any such Registration Statement to contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (B) the Prospectus contained in the Registration Statement to contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (C) any such Registration Statement or the Prospectus contained therein not to be effective or usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Company and the Guarantors shall file promptly an appropriate amendment to such Registration Statement, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A), (B) or (C), use their best efforts to cause such amendment to be declared effective and such Registration Statement and the related Prospectus to become usable for their intended purpose(s) as soon as practicable thereafter;

        (ii)   prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement as may be necessary to keep the Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as applicable, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus;

8

        (iii)  advise the underwriter(s), if any, and selling Holders promptly and, if requested by such Persons, to confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in (1) the Registration Statement in order to correct an omission of a material fact necessary to make the statements therein not misleading, or (2) the Prospectus in order to correct an omission of a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or Blue Sky laws, the Company and the Guarantors shall use their reasonable best efforts to obtain the withdrawal or lifting of such order at the earliest possible time;

        (iv)  furnish without charge to each of the Initial Purchasers, each selling Holder named in any Registration Statement, and each of the underwriter(s), if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the review of such Holders and underwriter(s) in connection with such sale, if any, for a period of at least five business days, and the Company and any Guarantors will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents incorporated by reference) to which an Initial Purchaser of Transfer Restricted Securities covered by such Registration Statement or the underwriter(s), if any, shall reasonably object in writing within five business days after the receipt thereof (such objection to be deemed timely made upon confirmation of telecopy transmission within such period).

        (v)   promptly prior to the filing of any document that is to be incorporated by reference into a Registration Statement or Prospectus, provide copies of such document to the Initial Purchasers, each selling Holder named in any Registration Statement, and to the underwriter(s), if any, make the representatives of the Company and the Guarantors available for discussion of such document and other customary due diligence matters, and include such information in such document prior to the filing thereof as such selling Holders or underwriter(s), if any, reasonably may request;

9

        (vi)  make available at reasonable times for inspection by the Initial Purchasers, any managing underwriter participating in any disposition pursuant to such Registration Statement and any attorney or accountant retained by such Initial Purchasers or any of the underwriter(s), all financial and other records, pertinent corporate documents and properties of the Company and the Guarantors as is customary for similar due diligence examinations and cause the Company's and the Guarantors' officers, directors and employees to supply all information reasonably requested by any such Holder, underwriter, attorney or accountant in connection with such Registration Statement subsequent to the filing thereof and prior to its effectiveness; provided that all information and documents supplied by the Company shall be kept confidential by the receiving parties unless disclosure is required by law or regulation, or by any regulatory authority, stock exchange, court or administrative order;

        (vii) if requested by any selling Holders or the underwriter(s), if any, promptly incorporate in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders and underwriter(s), if any, may reasonably request to have included therein, including, without limitation, information relating to the "Plan of Distribution" of the Transfer Restricted Securities, information with respect to the principal amount of Transfer Restricted Securities being sold to such underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;

        (viii) cause the Transfer Restricted Securities covered by the Registration Statement to be rated with the appropriate rating agencies, if so requested by the Holders of a majority in aggregate principal amount of Notes covered thereby or the underwriter(s), if any;

        (ix)  furnish to each selling Holder and each of the underwriter(s), if any, without charge, at least one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including financial statements and schedules, all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference);

(x)

deliver to each selling Holder and each of the underwriter(s), if any, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; the Company and the Guarantors hereby consent, subject to the provisions of this Agreement, to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto;

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        (xi)  enter into such agreements (including an underwriting agreement) and make such representations and warranties in form, substance and scope as are customarily made by issuers to underwriters, and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any Registration Statement contemplated by this Agreement, all to such extent as may be reasonably requested by any Initial Purchaser or by any Holder of Transfer Restricted Securities or underwriter in connection with any sale or resale pursuant to any Registration Statement contemplated by this Agreement; and whether or not an underwriting agreement is entered into and whether or not the registration is an Underwritten Registration, the Company and the Guarantors shall:

        (A)  furnish to each Initial Purchaser, each selling Holder and each underwriter, if any, in such substance and scope as they may request and as are customarily made by issuers to underwriters in primary underwritten offerings, upon the date of the Consummation of the Exchange Offer and, if applicable, the effectiveness of the Shelf Registration Statement:

        (1)   a certificate, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, signed by (y) the President or any Vice President and (z) a principal financial or accounting officer of each of the Company and the Guarantors, confirming, as of the date thereof, the matters set forth in paragraphs (i), (ii) and (iii) of Section 5 (e) of the Purchase Agreement and such other matters as such parties may reasonably request;

        (2)   an opinion, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, of counsel for the Company and the Guarantors, covering the matters set forth in paragraph (c) of Section 5 of the Purchase Agreement and such other matters as such parties may reasonably request, and in any event including a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Company and the Guarantors, representatives of the independent public accountants for the Company and the Guarantors, the Initial Purchasers' representatives and the Initial Purchasers' counsel in connection with the preparation of such Registration Statement and the related Prospectus and have considered the matters required to be stated therein and the statements contained therein, although such counsel has not independently verified the accuracy, completeness or fairness of such statements; and that such counsel advises that, on the basis of the foregoing (relying as to materiality to a large extent upon facts provided to such counsel by officers and other representatives of the Company and the Guarantors and without independent check or verification), no facts came to such counsel's attention that caused such counsel to believe that the applicable Registration Statement, at the time such Registration Statement or any post-effective amendment thereto became effective, and, in the case of the Exchange Offer Registration Statement, as of the date of Consummation, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus contained in such Registration Statement as of its date and, in the case of the opinion dated the date of Consummation of the Exchange Offer, as of the date of Consummation, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Without limiting the foregoing, such counsel may state further that such counsel assumes no responsibility for, and has not independently verified, the accuracy, completeness or fairness of the financial statements, notes and schedules and other financial data included in any Registration Statement contemplated by this Agreement or the related Prospectus; and

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        (3)   a customary comfort letter, dated as of the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, from the Company's independent accountants, in the customary form and covering matters of the type customarily covered in comfort letters to underwriters in connection with primary underwritten offerings, and affirming the matters set forth in the comfort letters delivered pursuant to Section 5(a) of the Purchase Agreement, without exception;

        (B)  set forth in full or incorporate by reference in the underwriting agreement, if any, the indemnification provisions and procedures of Section 8 hereof with respect to all parties to be indemnified pursuant to said Section; and

        (C)  deliver such other documents and certificates as may be reasonably requested by such parties to evidence compliance with clause (A) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company or the Guarantors pursuant to this clause (xi), if any.

        If at any time the representations and warranties of the Company and the Guarantors contemplated in clause (A)(1) above cease to be true and correct, the Company or the Guarantors shall so advise the Initial Purchasers and the underwriter(s), if any, and each selling Holder promptly and, if requested by such Persons, shall confirm such advice in writing;

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       (xii)  prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders, the underwriter(s), if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities under the securities or Blue Sky laws of such jurisdictions in the United States as the selling Holders or underwriter(s) may request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Registration Statement; provided, however, that neither the Company nor any Guarantor shall be required to register or qualify as a foreign corporation where it is not then so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not then so subject;

      (xiii)  shall issue, upon the request of any Holder of Initial Notes covered by the Shelf Registration Statement, or if the Exchange Offer is to be consummated, Exchange Notes, having an aggregate principal amount equal to the aggregate principal amount of Initial Notes surrendered to the Company by such Holder in exchange therefor or being sold by such Holder; such Exchange Notes to be registered in the name of such Holder or in the name of the purchaser(s) of such Notes, as the case may be; in return, the Initial Notes held by such Holder shall be surrendered to the Company for cancellation;

      (xiv)  cooperate with the selling Holders and the underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders or the underwriter(s), if any, may request at least two business days prior to any sale of Transfer Restricted Securities made by such underwriter(s);

       (xv)  if any fact or event contemplated by clause (c)(iii)(D) above shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

      (xvi)  provide a CUSIP number for all Transfer Restricted Securities not later than the effective date of the Registration Statement and provide the Trustee under the Indenture with printed certificates for the Transfer Restricted Securities which are in a form eligible for deposit with the Depository Trust Company;

     (xvii)  cooperate and assist in any filings required to be made with the NASD and in the performance of any due diligence investigation by any underwriter (including any "qualified independent underwriter") that is required to be retained in accordance with the rules and regulations of the NASD, and use their reasonable best efforts to cause such Registration Statement to be approved by such governmental agencies or authorities as may be necessary to enable the Holders selling Transfer Restricted Securities to consummate the disposition of such Transfer Restricted Securities;

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    (xviii)  otherwise use their best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders a consolidated earnings statement of the Company meeting the requirements of Rule 158 (which need not be audited) for the twelve-month period, no later than 45 days, or 90 days in the case that such period is a fiscal year, (A) commencing at the end of any fiscal quarter in which Transfer Restricted Securities are sold to underwriters in a firm or best efforts Underwritten Offering or (B) if not sold to underwriters in such an offering, beginning with the first month of the Company's first fiscal quarter commencing after the effective date of the Registration Statement;

      (xix)  cause the Indenture to be qualified under the Trust Indenture Act not later than the effective date of the first Registration Statement required by this Agreement, and, in connection therewith, cooperate with the Trustee and the Holders of Notes to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and to execute and use their best efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner;

       (xx)  cause all Transfer Restricted Securities covered by the Registration Statement to be listed on each securities exchange on which similar securities issued by the Company are then listed if requested by the Holders of a majority in aggregate principal amount of Initial Notes or the managing underwriter(s), if any; and

      (xxi)  provide promptly to each Holder upon request each document filed with the Commission pursuant to the requirements of Section 13 and Section 15 of the Exchange Act.

        Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xv) hereof, or until it is advised in writing (the "Advice") by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. If so directed by the Company, each Holder will deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and including the date when each selling Holder covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xv) hereof or shall have received the Advice; however, no such extension shall be taken into account in determining whether Special Interest is due pursuant to Section 5 hereof or the amount of such Special Interest, it being agreed that the Company's option to suspend use of a Registration Statement pursuant to this paragraph shall be treated as a Registration Default for purposes of Section 5.

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        SECTION 7.    Registration Expenses.

        (a)   All expenses incident to the Company's or the Guarantors' performance of or compliance with this Agreement will be borne by the Company or the Guarantors, regardless of whether a Registration Statement becomes effective, including without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the NASD (and, if applicable, the fees and expenses of any "qualified independent underwriter" and its counsel that may be required by the rules and regulations of the NASD)); (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities laws; (iii) all expenses of printing (including printing certificates for the Exchange Notes to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company, the Guarantors and, subject to Section 7(b) below, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Notes on a national securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of independent certified public accountants of the Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance).

        The Company and the Guarantors will, in any event, bear their internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company or the Guarantors.

        (b)   In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the "Plan of Distribution" contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Shearman & Sterling LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

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        SECTION 8.    Indemnification.

        (a)   The Company agrees and the Guarantors, jointly and severally, agree to indemnify and hold harmless (i) each Holder and (ii) each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the persons referred to in this clause (ii) being hereinafter referred to as a "controlling person") and (iii) the respective officers, directors, partners, employees, representatives and agents of any Holder or any controlling person (any person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an "Indemnified Holder"), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, actions and expenses (including without limitation and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing, settling, compromising, paying or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to any Indemnified Holder), joint or several, directly or indirectly caused by, related to, based upon, arising out of or in connection with (A) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment or supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (B) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except (i) insofar as such losses, claims, damages, liabilities or expenses are caused by an untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with information relating to any of the Holders furnished in writing to the Company by any of the Holders expressly for use therein and (ii) the Company and the Guarantors shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of or is based upon the use of a Registration Statement after (x) a stop order has been issued by the Commission in respect of a Registration Statement or any proceedings for such purposes have been initiated or (y) a Registration Statement has been suspended, so long as in the case of (x) and (y), the Holders shall have received prior notice of such action from the Company in accordance with this Agreement. This indemnity agreement shall be in addition to any liability which the Company and the Guarantors may otherwise have.

        In case any action or proceeding (including any governmental or regulatory investigation or proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to which indemnity may be sought against the Company or the Guarantors, such Indemnified Holder (or the Indemnified Holder controlled by such controlling person) shall promptly notify the Company and the Guarantors in writing (provided, that the failure to give such notice shall not relieve the Company or the Guarantors of their respective obligations pursuant to this Agreement). Such Indemnified Holder shall have the right to employ its own counsel in any such action and the fees and expenses of such counsel shall be paid, as incurred, by the Company and the Guarantors (regardless of whether it is ultimately determined that an Indemnified Holder is not entitled to indemnification hereunder). The Company and the Guarantors shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for such Indemnified Holders, which firm shall be designated by the Holders. The Company and the Guarantors shall be liable for any settlement of any such action or proceeding effected with the Company's and each Guarantor's prior written consent, which consent shall not be withheld unreasonably, and each of the Company and the Guarantors agrees to indemnify and hold harmless any Indemnified Holder from and against any loss, claim, damage, liability or expense by reason of any settlement of any action effected with the written consent of the Company. The Company and the Guarantors shall not, without the prior written consent of each Indemnified Holder, settle or compromise or consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any Indemnified Holder is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Holder from all liability arising out of such action, claim, litigation or proceeding.

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        (b)   Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to indemnify and hold harmless the Company and the Guarantors and their respective directors, officers of the Company who sign a Registration Statement, and any person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, the Guarantors and the respective officers, directors, partners, employees, representatives and agents of each such person, to the same extent as the foregoing indemnity from the Company and the Guarantors to each of the Indemnified Holders, but only with respect to claims and actions based on information furnished in writing by such Holder expressly for use in any Registration Statement. In case any action or proceeding shall be brought against the Company, the Guarantors or their directors or officers or any such controlling person in respect of which indemnity may be sought against a Holder of Transfer Restricted Securities, such Holder shall have the rights and duties given the Company and/or the Guarantors and the Company, the Guarantors or their directors or officers or such controlling person shall have the rights and duties given to each Holder by the preceding paragraph.

        (c)   If the indemnification provided for in this Section 8 is unavailable to an indemnified party under Section 8(a) or Section 8(b) hereof (other than by reason of exceptions provided in those Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors, on the one hand, and the Holders, on the other hand, from the Initial Placement (which in the case of the Company and the Guarantors shall be deemed to be equal to the total gross proceeds from the Initial Placement as set forth on the cover page of the Offering Memorandum), the amount of Special Interest which did not become payable as a result of the filing of the Registration Statement resulting in such losses, claims, damages, liabilities, judgments actions or expenses, and such Registration Statement, or if such allocation is not permitted by applicable law, the relative fault of the Company and the Guarantors on the one hand, and of the Indemnified Holder, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Indemnified Holder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Indemnified Holder and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of Section 8(a), any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.

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        The Company, the Guarantors and each Holder of Transfer Restricted Securities agree that it would not be just and equitable if contribution pursuant to this Section 8(c) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, none of the Holders (and its related Indemnified Holders) shall be required to contribute, in the aggregate, any amount in excess of the amount by which the total discount received by such Holder with respect to the Initial Notes exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders' obligations to contribute pursuant to this Section 8(c) are several in proportion to the respective principal amount of Initial Notes held by each of the Holders hereunder and not joint.

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        SECTION 9.    Rule 144A.    The Company and the Guarantors each hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

        SECTION 10.    Participation in Underwritten Registrations.    No Holder may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder's Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements.

        SECTION 11.    Selection of Underwriters.    The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, that such investment bankers and managers must be reasonably satisfactory to the Company.

        SECTION 12.    Miscellaneous.

        (a)   Remedies.    The Company and the Guarantors each hereby agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agree to waive the defense in any action for specific performance that a remedy at law would be adequate.

        (b)   No Inconsistent Agreements.    The Company will not, and will cause the Guarantors not to, on or after the date of this Agreement enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Neither the Company nor any Guarantor has entered into any agreement granting any registration rights with respect to its securities to any Person. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company's securities under any agreement in effect on the date hereof.

        (c)   Adjustments Affecting the Notes.    The Company and the Guarantors will not take any action, or permit any change to occur, with respect to the Notes that would materially and adversely affect the ability of the Holders to Consummate any Exchange Offer.

        (d)   Amendments and Waivers.    The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless the Company has obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities. Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose securities are being tendered pursuant to the Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose securities are not being tendered pursuant to such Exchange Offer may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities being tendered or registered; provided that, with respect to any matter that directly or indirectly adversely affects the rights of any Initial Purchaser hereunder, the Company shall obtain the written consent of each such Initial Purchaser with respect to which such amendment, qualification, supplement, waiver, consent or departure is to be effective.

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        (e)   Notices.    All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), facsimile, or air courier guaranteeing overnight delivery:

          (i)  if to a Holder, at the address set forth on the records of the Registrar under the Indenture unless a more current address has been provided to the Company by such Holder, with a copy to the Registrar under the Indenture;

         (ii)  if to the Company and the Guarantors:

Vidéotron Ltée

300 Viger Avenue East
Montreal, Quebec H2X 3W4
Canada

Facsimile: (514) 985-8834
Attention: Frederic Despars

With a copy to:

Arnold & Porter
399 Park Avenue
New York, New York 10022-4690

Facsimile: (212) 715-1399
Attention: Christine D. Rogers, Esq.

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        (iii)  if to the Initial Purchasers:

Banc of America Securities LLC
9 West 57^th Street, 6^th Floor
New York, NY 10019

Facsimile: (212) 847-6441
Attention: High Yield Capital Markets

With a copy to:

Shearman & Sterling LLP
199 Bay Street, Commerce Court West
Suite 4405, P.O. Box 247
onto, Ontario M5L 1E8

Facsimile: (416) 360-2958
Attention: Christopher J. Cummings, Esq.

        All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five business days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next business day, if timely delivered to an air courier guaranteeing overnight delivery.

        Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture.

        (f)    Successors and Assigns.    This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including without limitation and without the need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided, however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from such Holder.

        (g)   Counterparts.    This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

        (h)   Headings.    The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

        (i)    Governing Law.    THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

        (j)    Consent to Jurisdiction.    The Company and each Guarantor agree that any legal suit, action or proceeding, arising out of or based upon this Agreement or the transactions contemplated hereby ("Related Proceedings") may be instituted in the federal courts of the United States of America located in the City and County of New York or the courts of the State of New York in each case located in the City and County of New York (collectively, the "Specified Courts"), and each party irrevocably submits to the non-exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a "Related Judgment"), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. The Company and each Guarantor irrevocably appoints CT Corporation System, as its agent to receive service of process or other legal summons for the purposes of any such suit, action or proceeding that may be instituted in any state or federal court in the City and County of New York. Service of any process, summons, notice or document upon such agent, and written notice of said service by mail to such party's address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive, to the fullest extent permitted by applicable law, any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree, to the fullest extent permitted by applicable law, not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

21

        (k)   Waiver of Immunity.    With respect to any Related Proceeding, each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any Related Judgment, each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.

        (l)    Judgment Currency.    If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than U.S. dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange ot be used shall be the rate at which in accordance with normal banking procedures the indemnified party could purchase U.S. dollars with such other currency in The City of New York on the business day preceding that on which final judgment is given. The obligations of the Company and each Guarantor in respect of any sum due from it to any indemnified party shall, notwithstanding any judgment in any currency other than U.S. dollars, not be discharged until the first business day, following receipt by such indemnified party of any sum adjudged to be so due in such other currency, on which (and only to the extent that) such indemnified party may in accordance with normal banking procedures purchase U.S. dollars with such other currency; if the U.S. dollars so purchased are less than the sum originally due to such indemnified party hereunder, the Company and each Guarantor agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such indemnified party against such loss. If the U.S. dollars so purchased are greater than the sum originally due to such indemnified party hereunder, such indemnified party agrees to pay the Company and each Guarantor (but without duplication) an amount equal to the excess of the dollars so purchased over the sum originally due to such indemnified party hereunder.

22

        (m)  Severability.    In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

        (n)   Entire Agreement.    This Agreement together with the Purchase Agreement, the Notes and the Indenture is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Company with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

23

        IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

VIDÉOTRON LTÉE
By:	/s/  J. SERGE SASSEVILLE Name: J. Serge Sasseville Title: Vice President, Legal Affairs and Secretary
GROUPE DE DIVERTISSEMENT SUPERCLUB INC.
By:	/s/  RAYMOND MORISSETTE Name: Raymond Morissette Title: Vice President, Control
LE SUPERCLUB VIDÉOTRON LTÉE
By:	/s/  RAYMOND MORISSETTE Name: Raymond Morissette Title: Vice President, Control
VIDÉOTRON (1998) LTÉE
By:	/s/  J. SERGE SASSEVILLE Name: J. Serge Sasseville Title: Vice President, Legal Affairs and Secretary

VIDÉOTRON TVN INC.
By:	/s/  J. SERGE SASSEVILLE Name: J. Serge Sasseville Title: Vice President, Legal Affairs and Secretary

        The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written:

BANC OF AMERICA SECURITIES LLC
CITIGROUP GLOBAL MARKETS INC.
RBC DOMINION SECURITIES CORPORATION
SCOTIA CAPITAL (USA) INC.
TD SECURITIES (USA) INC.
HARRIS NESBITT CORP.
CREDIT SUISSE FIRST BOSTON LLC
CIBC WORLD MARKETS CORP.
NBF SECURITIES (USA) CORP.

By: Banc of America Securities LLC

By: /s/  DANIEL KELLY Daniel Kelly
Managing Director
For itself and the several Initial Purchasers

SCHEDULE A

LIST OF GUARANTORS

Groupe de divertissement SuperClub inc.

Le Superclub Vidéotron ltée

Vidéotron (1998) ltée

Vidéotron TVN Inc.

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REGISTRATION RIGHTS AGREEMENT
SCHEDULE A LIST OF GUARANTORS

EX-4.7

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Exhibit 4.7

FIRST SUPPLEMENTAL INDENTURE

Dated as of November 1, 1996

Senior Secured First Priority Notes

        FIRST SUPPLEMENTAL INDENTURE dated as of November 1, 1996 (the "First Supplemental Indenture") among CF CABLE TV INC., a corporation organized under the laws of Canada (the "Company"), Northern Cable Holdings Limited, a corporation organized under the laws of the Province of Ontario ("Northern"), Laurentien Cable TV Inc., a corporation amalgamated under the laws of Canada ("Laurentien"), Logmoss Investments No. 2 Limited, a corporation organized under the laws of the Province of Ontario ("Logmoss"), Sudbury Cable Services Limited, a corporation organized under the laws of the Province of Ontario ("Sudbury") (collectively, the "Original Guarantors"), and TDM Newco Inc., a corporation organized under the laws of Canada ("TDM Newco"; and, together with the Original Guarantors, the "First Priority Notes Guarantors") and The Chase Manhattan Bank (formerly Chemical Bank), a New York banking corporation, trustee (the "First Priority Trustee").

        WHEREAS, the Company, the Original Guarantors and the First Priority Trustee are parties to an Indenture dated as of July 11, 1995 (the "First Priority Notes Indenture"; all capitalized terms used in this First Supplemental Indenture and not otherwise defined shall have the meanings ascribed thereto in the First Priority Notes Indenture), pursuant to which the Company issued its 9¹/8% Senior Secured First Priority Notes due 2007 (the "Securities"); and

        WHEREAS, on September 1, 1995, Laurentien Cable TV Inc., Maniwaki Télévision Ltée and Télécâble Papineau Inc. amalgamated under the Canada Business Corporations Act and continued as one corporation under the name of "Laurentien Cable TV Inc."; and

        WHEREAS, all of the assets of the Subsidiaries, Télécâble des Mille-Îles Inc., Distribution Solex Inc., 114470 Canada Ltée and 129642 Canada Inc. were transferred to TDM Newco, a Subsidiary incorporated under the Canada Business Corporations Act for the purpose of acquiring such assets and it is desirable that TDM Newco be designated a Restricted Subsidiary in accordance with Section 1019 of the First Priority Notes Indenture; and

        WHEREAS TDM Newco executed and delivered, in favour of the First Priority Trustee, a guarantee and a deed of hypothec, dated October 13, 1995 and October 16, 1995, respectively, in the form of Exhibits A-1 and F-2 to the First Priority Notes Indenture, respectively; and

        WHEREAS, the parties hereto are desirous of supplementing the First Priority Notes Indenture in the manner hereinafter provided; and

        WHEREAS, the First Priority Notes Indenture provides that, without the consent of any Holders, the Company and the First Priority Notes Guarantors, each when authorized by a Board Resolution, and the First Priority Trustee, may enter into indentures supplemental to the First Priority Notes Indenture for any of the purposes set forth in Section 901 of such Indenture; and

        WHEREAS, all things necessary have been done to make this First Supplemental Indenture a valid agreement of the Company and each First Priority Notes Guarantor, in accordance with its terms.

        NOW, THEREFORE, THIS INDENTURE WITNESSETH:

        For and in consideration of the premises contained herein, the parties hereto mutually covenant and agree as follows:

1.

TDM Newco is designated a Restricted Subsidiary and confirms the validity and enforceability against it of its guarantee dated October 13, 1995 executed and delivered in favour of the First Priority Trustee guaranteeing the payment of the principal of (and premium, if any, on) or interest or other amounts owing on the Securities and under the First Priority Notes Indenture, which guarantee is on a senior secured first priority basis and in the form prescribed by the First Priority Notes Indenture.



2.

This First Supplemental Indenture shall be construed as supplemental to the First Priority Notes Indenture and shall form a part thereof, and the First Priority Notes Indenture is hereby incorporated by reference herein and, as supplemented, modified and restated hereby, is hereby ratified, approved and confirmed.



3.

This First Supplemental Indenture shall be governed and construed in accordance with the laws of the State of New York.



4.

This First Supplemental Indenture may be signed in any number of counterparts with the same effect as if the signatures to each counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this First Supplemental Indenture.



5.

This First Supplemental Indenture shall be effective as of the date first above written.

2

        IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the day and year first above written.

		CF CABLE TV INC.
Attest :	/s/ [Illegible] Title :	By:	/s/ [Illegible] Title:
		NORTHERN CABLE HOLDINGS LIMITED
Attest :	/s/ [Illegible] Title :	By:	/s/ [Illegible] Title:
		LAURENTIEN CABLE TV INC.
Attest :	/s/ [Illegible] Title :	By:	/s/ [Illegible] Title:

3

		LOGMOSS INVESTMENTS NO. 2 LIMITED
Attest :	/s/ [Illegible] Title :	By:	/s/ [Illegible] Title:
		SUDBURY CABLE SERVICES LIMITED
Attest :	/s/ [Illegible] Title :	By:	/s/ [Illegible] Title:
		TDM NEWCOM INC.
Attest :	/s/ [Illegible] Title :	By:	/s/ [Illegible] Title:
		THE CHASE MANHATTAN BANK, as First Priority Trustee
Attest :	/s/ [Illegible] Title : Senior Trust Officer	By:	/s/ [Illegible] Title: Vice President

4

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FIRST SUPPLEMENTAL INDENTURE

EX-4.8

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Exhibit 4.8

SECOND SUPPLEMENTAL INDENTURE

Dated as of October 28, 1998

Senior Secured First Priority Notes

        SECOND SUPPLEMENTAL INDENTURE dated as of October 28, 1998 (the "Second Supplemental Indenture") among CF CABLE TV INC., a corporation continued under the laws of the Province of British-Columbia (the "Company"), Northern Cable Holdings Limited, a corporation continued under the laws of the Province of British-Columbia ("Northern"), Vidéotron (Laurentien) Ltée (formerly Laurentien Cable TV Inc.), a corporation amalgamated under the laws of Canada ("Laurentien"), Logmoss Investments No.2 Limited, a corporation organized under the laws of the Province of Ontario ("Logmoss"), Sudbury Cable Services Limited, a corporation continued under the laws of the Province of British-Columbia ("Sudbury"), TDM Newco Inc., a corporation organized under the laws of Canada ("TDM Newco") (collectively, the "Original Guarantors"), and Vidéotron (RDL) Ltée, a corporation amalgamated under the laws of the Province of Québec ("RDL"), Vidéotron (Richelieu) Ltée a corporation amalgamated under the laws of the Province of Québec ("Richelieu"), Télécable Charlevoix (1977) Inc., a corporation amalgamated under the laws of the Province of Québec ("Charlevoix") and 9063-7216 Québec Inc., a corporation organized under the laws of the Province of Québec ("9063") (RDL, Richelieu, Charlevoix and 9063 together with the Original Guarantors, sometimes collectively, the "First Priority Notes Guarantors") and The Chase Manhattan Bank (formerly Chemical Bank), a New York banking corporation, trustee (the "First Priority Trustee").

        WHEREAS the Company, the Original Guarantors and the First Priority Trustee are parties to an Indenture dated as of July 11, 1995, as supplemented by a First Supplemental Indenture dated as of November 1, 1996 (collectively, the "First Priority Notes Indenture"); all capitalized terms used in this First Supplemental Indenture and not otherwise defined shall have the meanings ascribed thereto in the First Priority Notes Indenture), pursuant to which the Company issued its 9¹/8% Senior Secured First Priority Notes due 2007 (the "Securities"); and

        WHEREAS all of the shares of Le Câble de Rivière-du-Loup Ltée ("Rivière-du-Loup"), Câblodistribution de la Côte du Sud Inc. ("Côte du Sud") and Communications Grands Fonds Inc. ("Grands Fonds"), were transferred to 9061-5162 Québec Inc. ("5162"), a Subsidiary incorporated under the Companies Act (Québec) for the purpose of acquiring such shares; and

        WHEREAS, on August 1, 1998, Rivière-du-Loup, Côte du Sud, Grands Fonds and 5162 amalgamated under the Companies Act (Québec) and continued as one corporation under the name of RDL; and

        WHEREAS all of the shares of 1861-2903 Québec Inc. ("1861"), Transvision Paré Inc. ("Paré"), Sorel-O-Vision Inc. ("Sorel") and Conspec Ltée ("Conspec") were transferred to 9061-5196 Québec Inc. ("5196"), a Subsidiary incorporated under the Companies Act (Québec) for the purpose of acquiring such shares; and

        WHEREAS, on September 1, 1998, 1861, Path, Sorel, Conspec and 5196 amalgamated under the Companies Act (Québec) and continued as one corporation under the name of Richelieu; and

        WHEREAS all of the assets of Transvision Plus Inc., Transvision (East Angus) Inc. and Transvision Lennoxville Inc. were transferred to 9063, a Subsidiary incorporated under the Companies Act (Québec) for the purpose of acquiring such assets; and

        WHEREAS it is desirable that RDL, Charlevoix a Subsidiary of RDL, Richelieu and 9063 be designated Restricted Subsidiaries in accordance with Section 1019 of the First Priority Notes Indenture; and

        WHEREAS RDL executed and delivered, in favour of the First Priority Trustee, a guarantee and a deed of hypothec, dated October 23, 1998 and October 28, 1998, respectively, in the form of Exhibits A-1 and F-2 to the First Priority Notes Indenture, respectively; and

        WHEREAS Richelieu executed and delivered, in favour of the First Priority Trustee, a guarantee and a deed of hypothec, dated October 23, 1998 and October 28, 1998, respectively, in the form of Exhibits A-1 and F-2 to the First Priority Notes Indenture, respectively; and

        WHEREAS Charlevoix executed and delivered, in favour of the First Priority Trustee, a guarantee and a deed of hypothec, dated October 23, 1998 and October 28, 1998, respectively, in the form of Exhibits A-1 and F-2 to the First Priority Notes Indenture, respectively; and

        WHEREAS 9063 executed and delivered, in favour of the First Priority Trustee, a guarantee and a deed of hypothec, dated October 23, 1998 and October 28, 1998, respectively, in the form of Exhibits A-1 and F-2 to the First Priority Notes Indenture, respectively; and

        WHEREAS the parties hereto are desirous of supplementing the First Priority Notes Indenture in the manner hereinafter provided; and

        WHEREAS the First Priority Notes Indenture provides that, without the consent of any Holders, the Company and the First Priority Notes Guarantors, each when authorized by a Board Resolution, and the First Priority Trustee, may enter into indentures supplemental to the First Priority Notes Indenture for any of the purposes set forth in Section 901 of such Indenture; and

        WHEREAS all things necessary have been done to make this First Supplemental Indenture a valid agreement of the Company and each First Priority Notes Guarantor, in accordance with its terms.

        NOW, THEREFORE, THIS INDENTURE WITNESSETH:

        For and in consideration of the premises contained herein, the parties hereto mutually covenant and agree as follows:

2

1.

RDL is designated a Restricted Subsidiary and confirms the validity and enforceability against it of its guarantee dated October 23, 1998 executed and delivered in favour of the First Priority Trustee guaranteeing the payment of the principal of (and premium, if any, on) or interest or other amounts owing on the Securities and under the First Priority Notes Indenture, which guarantee is on a senior secured first priority basis and in the form prescribed by the First Priority Notes Indenture.



2.

Richelieu is designated a Restricted Subsidiary and confirms the validity and enforceability against it of its guarantee dated October 23, 1998 executed and delivered in favour of the First Priority Trustee guaranteeing the payment of the principal of (and premium, if any, on) or interest or other amounts owing on the Securities and under the First Priority Notes Indenture, which guarantee is on a senior secured first priority basis and in the form prescribed by the First Priority Notes Indenture.



3.

Charlevoix is designated a Restricted Subsidiary and confirms the validity and enforceability against it of its guarantee dated October 23, 1998 executed and delivered in favour of the First Priority Trustee guaranteeing the payment of the principal of (and premium, if any, on) or interest or other amounts owing on the Securities and under the First Priority Notes Indenture, which guarantee is on a senior secured first priority basis and in the form prescribed by the First Priority Notes Indenture.



4.

9063 is designated a Restricted Subsidiary and confirms the validity and enforceability against it of its guarantee dated October 23, 1998 executed and delivered in favour of the First Priority Trustee guaranteeing the payment of the principal of (and premium, if any, on) or interest or other amounts owing on the Securities and under the First Priority Notes Indenture, which guarantee is on a senior secured first priority basis and in the form prescribed by the First Priority Notes Indenture.



5.

This Second Supplemental Indenture shall be construed as supplemental to the First Priority Notes Indenture and shall form a part thereof, and the First Priority Notes Indenture is hereby incorporated by reference herein and, as supplemented, modified and restated hereby, is hereby ratified, approved and confirmed.



6.

This Second Supplemental Indenture shall be governed and construed in accordance with the laws of the State of New York.



7.

This Second Supplemental Indenture may be signed in any number of counterparts with the same effect as if the signatures to each counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this Second Supplemental Indenture.



8.

This Second Supplemental Indenture shall be effective as of the date first above written.



9.

The First Priority Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Company and the First Priority Notes Guarantors.

3

        IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the day and year first above written.

CF CABLE TV INC.
By:	/s/  SUZANNE RENAULT Name: Suzanne Renault Title: Senior Vice-President, Legal Affairs and Secretary
NORTHERN CABLE HOLDINGS LIMITED
By:	/s/  SUZANNE RENAULT Name: Suzanne Renault Title: Senior Vice-President, Legal Affairs and Secretary
VIDÉOTRON (LAURENTIEN) LTÉE
By:	/s/  SUZANNE RENAULT Name: Suzanne Renault Title: Senior Vice-President, Legal Affairs and Secretary
SUDBURY CABLE SERVICES LIMITED
By:	/s/  SUZANNE RENAULT Name: Suzanne Renault Title: Senior Vice-President, Legal Affairs and Secretary
LOGMOSS INVESTMENTS NO. 2 LIMITED
By:	/s/  SUZANNE RENAULT Name: Suzanne Renault Title: Senior Vice-President, Legal Affairs and Secretary
TDM NEWCO INC.
By:	/s/  SUZANNE RENAULT Name: Suzanne Renault Title: Senior Vice-President, Legal Affairs and Secretary

4

VIDÉOTRON (RDL) LTÉE
By:	/s/  SUZANNE RENAULT Name: Suzanne Renault Title: Senior Vice-President, Legal Affairs and Secretary
VIDÉOTRON (RICHELIEU) LTÉE
By:	/s/  SUZANNE RENAULT Name: Suzanne Renault Title: Senior Vice-President, Legal Affairs and Secretary
TÉLÉCÂBLE CHARLEVOIX (1997) INC.
By:	/s/  SUZANNE RENAULT Name: Suzanne Renault Title: Senior Vice-President, Legal Affairs and Secretary
9063-7216 QUÉBEC INC.
By:	/s/  SUZANNE RENAULT Name: Suzanne Renault Title: Senior Vice-President, Legal Affairs and Secretary
THE CHASE MANHATTAN BANK as First Priority Trustee
By:	/s/  WANDA EILAND Name: Wanda Eiland Title: Assistant Vice President

5

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SECOND SUPPLEMENTAL INDENTURE

EX-4.9

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Exhibit 4.9

THIRD SUPPLEMENTAL INDENTURE

Dated as of December 21, 2001

Senior Secured First Priority Notes

        THIRD SUPPLEMENTAL INDENTURE dated as of December 21, 2001 (the "Third Supplemental Indenture") among CF CABLE TV INC., a corporation continued under the laws of Canada (the "Company"), Vidéotron (Laurentien) Ltée/Videotron (Laurentian) Ltd., a corporation incorporated under the laws of Canada ("Laurentien"), Vidéotron (Richelieu) Ltée, a corporation incorporated under the laws of Quebec ("Richelieu"), Vidéotron (Granby) Inc., a corporation incorporated under the laws of Canada ("Granby"), TDM Newco Inc., a corporation incorporated under the laws of Canada ("TDM"), Vidéotron (RDL) Ltée, a corporation incorporated under the laws of Quebec ("RDL"), Telé-Câble Charlevoix (1977) Inc., a corporation incorporated under the laws of Quebec ("Charlevoix") (collectively, the "Original Guarantors"), and 3978583 CANADA Inc., a corporation incorporated under the laws of Canada ("3978 Inc."; and, together with the Original (Guarantors, the "First Priority Notes (Guarantors") and JPMorgan Chase Bank (formerly The Chase Manhattan Bank and previously Chemical Bank), a New York banking corporation, as trustee (the "First Priority Trustee").

        WHEREAS, the Company, the Original Guarantors and the First Priority Trustee are parties to an Indenture dated as of July 11, 1995, as supplemented by a First Supplemental Indenture dated as of November 1, 1996 and by a Second Supplemental Indenture dated as of October 28, 1998, (collectively, the "First Priority Notes Indenture"); all capitalized terms used in this Third Supplemental Indenture and not otherwise defined shall have the meanings ascribed thereto in the First Priority Notes Indenture, pursuant to which the Company issued its 9¹/8% Senior Secured First Priority Notes due 2007 (the "Securities"); and

        WHEREAS, 3978 Inc. executed and delivered, in favour of the First Priority Trustee, a guarantee and a deed of hypothec, each dated December 21, 2001, in the form of Exhibits A-1 and F-2 to the First Priority Notes Indenture, respectively; and

        WHEREAS, the parties hereto are desirous of supplementing the First Priority Notes Indenture in the manner hereinafter provided; and

        WHEREAS, the First Priority Notes Indenture provides that, without the consent of any Holders, the Company and the First Priority Notes Guarantors, each when authorized by a Board Resolution, and the First Priority Trustee, may enter into indentures supplemental to the First Priority Notes Indenture for any of the purposes set forth in Section 901 of such Indenture; and

        WHEREAS, all things necessary have been done to make this Third Supplemental Indenture a valid agreement of the Company and each First Priority Notes Guarantor, in accordance with its terms.

        NOW, THEREFORE, THIS INDENTURE WITNESSETH:

        For and in consideration of the premises contained herein, the parties hereto mutually covenant and agree as follows:

1.

3978 Inc. is designated a Restricted Subsidiary and confirms the validity and enforceability against it of its guarantee dated December 21, 2001 executed and delivered in favour of the First Priority Trustee guaranteeing the payment of the principal of (and premium, if any, on) or interest or other amounts owing on the Securities and under the First Priority Notes Indenture, which guarantee is on a senior secured first priority basis and in the form prescribed by the First Priority Notes Indenture.



2.

This Third Supplemental Indenture shall be construed as supplemental to the First Priority Notes Indenture and shall form a part thereof, and the First Priority Notes Indenture is hereby incorporated by reference herein and, as supplemented, modified and restated hereby, is hereby ratified, approved and confirmed.



3.

This Third Supplemental Indenture shall be governed and construed in accordance with the laws of the State of New York.



4.

This Third Supplemental Indenture may be signed in any number of counterparts with the same effect as if the signatures to each counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this Third Supplemental Indenture.



5.

This Third Supplemental Indenture shall be effective as of the date first above written.



6.

The First Priority Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Third Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Company and the First Priority Notes Guarantors.

2

        IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed as of the day and year first above written.

CF CABLE TV INC.
By:	/s/  J. SERGE SASSEVILLE Title: Vice President, Legal Affairs and Secretary
VIDÉOTRON (LAURENTIEN) LTÉE/ VIDEOTRON (LAURENTIAN) LTD.
By:	/s/  J. SERGE SASSEVILLE Title: Vice President, Legal Affairs and Secretary
VIDÉOTRON (RICHELIEU) LTÉE
By:	/s/  J. SERGE SASSEVILLE Title: Vice President, Legal Affairs and Secretary
VIDÉOTRON (GRANBY) INC.
By:	/s/  J. SERGE SASSEVILLE Title: Vice President, Legal Affairs and Secretary
TDM NEWCO INC.
By:	/s/  J. SERGE SASSEVILLE Title: Vice President, Legal Affairs and Secretary

3

VIDÉOTRON (RDL) LTÉE
By:	/s/  J. SERGE SASSEVILLE Title: Vice President, Legal Affairs and Secretary
TÉLÉ-CÂBLE CHARLEVOIX (1997) INC.
By:	/s/  J. SERGE SASSEVILLE Title: Vice President, Legal Affairs and Secretary
3978583 CANADA INC.
By:	/s/  J. SERGE SASSEVILLE Title: Vice President, Legal Affairs and Secretary
JPMORGAN CHASE BANK AS FIRST PRIORITY TRUSTEE
By:	/s/  [ILLEGIBLE] Title: Assistant Vice President

4

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THIRD SUPPLEMENTAL INDENTURE

EX-4.10

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Exhibit 4.10

FOURTH SUPPLEMENTAL INDENTURE

Dated as of March 11, 2002

Senior Secured First Priority Notes

        FOURTH SUPPLEMENTAL INDENTURE dated as of March 11, 2002 (the "Fourth Supplemental Indenture") among CF CABLE TV INC., a corporation continued under the laws of Canada (the "Company"), Regional (hereinafter defined), a corporation incorporated under the laws of Canada, New RDL (hereinafter defined), a corporation incorporated under the laws of Québec and Télé-Câble Charlevoix (1977) Inc., a corporation incorporated under the laws of Québec ("Charlevoix") (Regional, New RDL and Charlevoix, collectively hereinafter referred to as the "First Priority Notes Guarantors") and JPMorgan Chase Bank (formerly The Chase Manhattan Bank and previously Chemical Bank), a New York banking corporation, as trustee (the "First Priority Trustee").

        WHEREAS, Vidéotron (Laurentien) Ltée/Videotron (Laurentian) Ltd., a corporation incorporated under the laws of Canada ("Laurentien"), Vidéotron (Richelieu) Ltée, a corporation incorporated under the laws of Québec ("Richelieu"), Vidéotron (Ciranby) Inc., a corporation incorporated under the laws of Québec ("Granby"), TDM Newco Inc., a corporation incorporated under the laws of Canada ("TDM") and 3978583 CANADA Inc., a corporation incorporated under the laws of Canada ("3978 Inc.") are all Guarantors under the First Priority Notes Indenture (hereinafter defined); and

        WHEREAS, the Company, the First Priority Notes Guarantors and the First Priority Trustee are parties to an Indenture dated as of July 11, 1995, as supplemented by a First Supplemental Indenture dated as of November 1, 1996, by a Second Supplemental Indenture dated as of October 28, 1998 and by a Third Supplemental Indenture dated as of December 21, 2001, (collectively, the "First Priority Notes Indenture"); all capitalized terms used in this Fourth Supplemental Indenture and not otherwise defined shall have the meanings ascribed thereto in the First Priority Notes Indenture, pursuant to which the Company issued its 9¹/8% Senior Secured First Priority Notes due 2007 (the "Securities"); and

        WHEREAS on January 1, 2002, by way of a rollover of shares, 3978 Inc. acquired all of the issued and outstanding shares of Laurentian from TDM (the "Laurentian Rollover"); and

        WHEREAS on January 1, 2002, the Company and 3978 Inc. executed a "Convention de distribution de l'actif et du passif" ("Assets and Liabilities Distribution Agreement") pursuant to which all of the assets and liabilities of 3978 Inc. were acquired and assumed by the Company (the "3978 Inc. Distribution"); and

        WHEREAS on January 2, 2002, TDM and Laurentian amalgamated in accordance with the provisions of the Canada Business Corporations Act (Canada) to be continued under the name of Vidéotron (Régional) Ltée/Videotron (Regional) Ltd. ("Regional") (the "Regional Amalgamation"); and

        WHEREAS on January 2, 2002, RDL, Richelieu and Granby amalgamated in accordance with the provisions of the Companies Act (Québec) to be continued under the name of "Vidéotron (RDL) Ltée" ("New RDL") (the "New RDL Amalgamation"); and

        WHEREAS on January 2, 2002, by way of a rollover of shares, Regional acquired all of the issued and outstanding shares of New RDL from the Company (the "New RDL Rollover"); and

        WHEREAS shortly after approval to be obtained from the Canadian Radio-television and Telecommunications Commission, Regional and New RDL will execute a "Convention de distribution de 1'actjf et du passif ("Assets and Liabilities Distribution Agreement") pursuant to which all of the assets and liabilities of New RDL will be acquired and assumed by Regional (the "New RDL Distribution"; the Laurentian Rollover, the 3978 Inc. Distribution, the Regional Amalgamation, the New RDL Amalgamation, the New RDL Rollover and the New RDL Distribution being hereinafter referred to as the "Transactions"); and

        WHEREAS, the parties hereto are desirous of supplementing the First Priority Notes Indenture in the manner hereinafter provided; and

        WHEREAS, the First Priority Notes Indenture provides that the Company and the First Priority Notes Guarantors and the First Priority Trustee, may enter into indentures supplemental to the First Priority Notes Indenture for the purpose set forth in Section 801 of such Indenture, the whole with respect to the Transactions; and

        WHEREAS, all things necessary have been done to make this Fourth Supplemental Indenture a valid agreement of the Company and each First Priority Notes Guarantor, in accordance with its terms.

        NOW, THEREFORE, THIS INDENTURE WITNESSETH:

        For and in consideration of the premises contained herein, the parties hereto mutually covenant and agree as follows:

1.

As a result of the Transactions, Regional hereby (i) assumes the obligations of each of Laurentien (formerly known as Laurentien Cable TV Inc. ("Cable TV"), Maniwaki Télévision Ltée ("Maniwaki") and Télécâble Papineau Inc. ("Papineau")), TDM, Richelieu, Granby (formerly known as 9063-7216 Québec Inc. ("9063 Inc.")), RDL and 3978 Inc. pursuant to the following guarantees in favour of the First Priority Trustee: (a) guarantee by Laurentien dated as of August 31, 1995, (b) guarantee by Maniwaki dated as of August 31, 1995, (c) guarantee by Papineau dated as of August 31, 1995, (d) guarantee by TDM dated as of October 13, 1995, (e) guarantee by Richelieu dated as of October 23, 1998, (f) guarantee by 9063 Inc. dated as of October 23, 1998, (g) guarantee by RDL dated as of October 23, 1998, and (h) guarantee by 3978 Inc. dated as of December 21, 2001, and (ii) for greater certainty, guarantees the Company's obligations for the due and punctual payment of the principal of (and premium, if any, on) and interest on all the Securities and the performance and observance of every covenant of the First Priority Notes Indenture and the Collateral Documents on the part of the Company to be performed or observed.

2

2.

As a result of the Transactions, New RDL hereby (i) assumes the obligations of each of Richelieu, Granby (formerly known as 9063-7216 Québec Inc. ("9063 Inc.")) and RDL pursuant to the following guarantees in favour of the First Priority Trustee: (a) guarantee by Richelieu dated as of October 23, 1998, (b) guarantee by 9063 Inc. dated as of October 23, 1998 and (c) guarantee by RDL dated as of October 23, 1998, and (ii) for greater certainty, guarantees the Company's obligations for the due and punctual payment of the principal of (and premium, if any, on) and interest on all the Securities and the performance and observance of every covenant of the First Priority Notes Indenture and the Collateral Documents on the part of the Company to be performed or observed.



3.

This Fourth Supplemental Indenture shall be construed as supplemental to the First Priority Notes Indenture and shall form a part thereof, and the First Priority Notes Indenture is hereby incorporated by reference herein and, as supplemented, modified and restated hereby, is hereby ratified, approved and confirmed.



4.

This Fourth Supplemental Indenture shall be governed and construed in accordance with the laws of the State of New York.



5.

This Fourth Supplemental Indenture may be signed in any number of counterparts with the same effect as if the signatures to each counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this Fourth Supplemental Indenture.



6.

This Fourth Supplemental Indenture shall be effective as of the date first above written.



7.

The First Priority Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fourth Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Company and the First Priority Notes Guarantors.

        IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed as of the day and year first above written.

CF CABLE TV INC.
By:	/s/  J. SERGE SASSEVILLE Title: Vice President, Legal Affairs and Secretary

3

VIDÉOTRON (RÉGIONAL) LTÉE/ VIDEOTRON (REGIONAL) LTD.
By:	/s/  J. SERGE SASSEVILLE Title: Vice President, Legal Affairs and Secretary
VIDÉOTRON (RDL) LTÉE
By:	/s/  J. SERGE SASSEVILLE Title: Vice President, Legal Affairs and Secretary
TÉLÉ-CÂBLE CHARLEVOIX (1997) INC.
By:	/s/  J. SERGE SASSEVILLE Title: Vice President, Legal Affairs and Secretary
JPMORGAN CHASE BANK AS FIRST PRIORITY TRUSTEE
By:	/s/  [ILLEGIBLE] Title: Assistant Vice President

4

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FOURTH SUPPLEMENTAL INDENTURE

EX-4.16

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Exhibit 4.16

INTER-CREDITOR AGREEMENT

THIS AGREEMENT made as of June 29, 2001.

BETWEEN:	ROYAL BANK OF CANADA, a bank chartered under the laws of Canada, for itself and as administrative agent for the Lenders under the VL Credit Agreement
	(hereinafter referred to as "RBC" or the "Agent")
	OF THE FIRST PART,
	—and—
	THE CHASE MANHATTAN BANK, a New York banking corporation, as the trustee under the Trust Indenture
	(hereinafter referred to as the "Trustee")
	OF THE SECOND PART,
	—and—
	CF CABLE TV INC., a corporation continued under the laws of British Columbia
	(hereinafter referred to as the "Corporation")
	OF THE THIRD PART,
	—and—
	VIDÉOTRON (RICHELIEU) LTÉE, a corporation incorporated under the laws of Quebec
	(hereinafter referred to as "Richelieu")
	OF THE FOURTH PART,
	—and—

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

(hereinafter referred to as "Laurentien")

OF THE FIFTH PART,

—and—

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

(hereinafter referred to as "Granby")

OF THE SIXTH PART,

—and—

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

(hereinafter referred to as "TDM")

OF THE SEVENTH PART,

—and—

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

(hereinafter referred to as "RDL")

OF THE EIGHTH PART,

—and—

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

(hereinafter referred to as "Charlevoix")

OF THE NINTH PART.

RECITALS:

A.

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

B.

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

C.

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

D.

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

E.

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

F.

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

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

ARTICLE 1

INTERPRETATION

1.1.  Definitions

For the purposes of this Agreement:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

1.2.  Gender and Number

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

1.3.  Headings, etc.

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

1.4.  Governing Law

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

1.5.  Invalidity, etc.

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

1.6.  Currency

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

ARTICLE 2

PRIORITIES

2.1.  Ranking

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

2.2.  Application of Agreement

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

(a)

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



(b)

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



(c)

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



(d)

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



(e)

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

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

(f)

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



(g)

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

2.3.  Insurance Proceeds

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

ARTICLE 3

OTHER AGREEMENTS OF THE PARTIES

3.1.  Payment of Indebtedness

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

3.2.  Additional Security

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

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

3.3.  No Challenge to Security

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

3.4.  Invalidity of Security

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

ARTICLE 4

DEMAND AND REALIZATION

4.1.  Notice of Event of Default

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

4.2.  Notice of Demand

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

4.3.  Realization Procedure

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

ARTICLE 5

PROCEEDS OF REALIZATION

5.1.  Distribution of Proceeds of Realization

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

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

(a)

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



(b)

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

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

5.2.  Realization Proceeds Defined

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

5.3.  Payment of Excess Proceeds

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

5.4.  Distributions on Insolvency

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

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

5.5.  Accounting

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

5.6.  Exchange Rate

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

ARTICLE 6

AGREEMENTS OF THE CORPORATION

6.1.  Agreements of the Corporation and the Guarantors

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

(a)

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

(b)

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

ARTICLE 7

GENERAL

7.1.  Assignment and Additional Parties

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

7.2.  Exchange of Information

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

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

7.3.  Termination

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

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

7.4.  Amendment

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

7.5.  No Partnership

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

7.6.  Corporation's Obligations Not Affected

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

7.7.  Counterparts

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

7.8.  Communication

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

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

If to the Agent or the Lenders:

Royal Bank of Canada
Global Banking Agency
Royal Bank Plaza
200 Bay Street
12th Floor, South Tower
Toronto, Ontario
M5 2J5

Telecopier: (416) 974-2407

If to the Trustee:

The Chase Manhattan Bank
450 West 33rd Street, 15th Floor
New York, New York 10001

Attention of the Institutional Trust Services

If to the Corporation:

CF Cable TV Inc.
c/o Quebecor Media Inc.
300 Viger Avenue East
Montreal, Quebec
H2X 3W4

Telecopier: (514) 380-6097

Attention: Chief Financial Officer

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

7.9.  No Other Beneficiaries

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

7.10. Entire Agreement

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

7.11. Further Assurances

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

7.12. Successors and Assigns

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

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

ROYAL BANK OF CANADA, individually and as Agent
By:	[ILLEGIBLE SIGNATURE]
By:

THE CHASE MANHATTAN BANK, as Trustee
By:	[ILLEGIBLE SIGNATURE]
By:	[ILLEGIBLE SIGNATURE]
CF CABLE TV INC.
By:	[ILLEGIBLE SIGNATURE]
By:	[ILLEGIBLE SIGNATURE]
VIDÉOTRON (RICHELIEU) LTÉE
By:	[ILLEGIBLE SIGNATURE]
By:	[ILLEGIBLE SIGNATURE]
VIDÉOTRON (LAURENTIEN) LTÉE/VIDEOTRON (LAURENTIAN) LTD.
By:	[ILLEGIBLE SIGNATURE]
By:	[ILLEGIBLE SIGNATURE]
VIDEOTRON (GRANBY) INC.
By:	[ILLEGIBLE SIGNATURE]
By:	[ILLEGIBLE SIGNATURE]
TDM NEWCO INC.
By:	[ILLEGIBLE SIGNATURE]
By:	[ILLEGIBLE SIGNATURE]

VIDÉOTRON (RDL) LTÉE.
By:	[ILLEGIBLE SIGNATURE]
By:	[ILLEGIBLE SIGNATURE]
TÉLÉ-CÂBLE CHARLEVOIX (1977) INC.
By:	[ILLEGIBLE SIGNATURE]
By:	[ILLEGIBLE SIGNATURE]

SCHEDULE "A"

BANK SECURITY

1.

With respect to the Corporation

(a)

Québec

(i)

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

(ii)

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

(b)

Ontario

Nil

(c)

British Columbia

(i)

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

2.

With respect to Richelieu

(a)

Québec

(i)

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

(ii)

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

(b)

Ontario

Nil

3.

With respect to Laurentien

(a)

Québec

(i)

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

(ii)

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

(b)

Ontario

(i)

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

4.

With respect to Granby

(a)

Québec

(i)

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

(ii)

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

(b)

Ontario

Nil

5.

With respect to TDM

(a)

Québec

(i)

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

(ii)

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

(iii)

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

(b)

Ontario

Nil

6.

With respect to RDL

(a)

Québec

(i)

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

(ii)

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

(iii)

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

(b)

Ontario

Nil

7.

With respect to Charlevoix

(a)

Québec

(i)

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

(ii)

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

(b)

Ontario

Nil

SCHEDULE "B"

NOTE SECURITY

1.

With respect to the Corporation

(a)

Québec

(i)

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

(ii)

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

(b)

Ontario

Nil

(c)

British Columbia

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

2.

With respect to Richelieu

(a)

Québec

(i)

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

(ii)

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

(b)

Ontario

Nil

3.

With respect to Laurentien

(a)

Québec

(i)

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

(ii)

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

(iii)

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

(iv)

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

(v)

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

(vi)

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

(b)

Ontario

(i)

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

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

(ii)

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

4.

With respect to Granby

(a)

Québec

(i)

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

(ii)

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

(b)

Ontario

Nil

5.

With respect to TDM

(a)

Québec

(i)

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

(ii)

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

(iii)

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

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

(b)

Ontario

Nil

6.

With respect to RDL

(a)

Québec

(i)

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

(ii)

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

(iii)

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

(b)

Ontario

Nil

7.

With respect to Charlevoix

(a)

Québec

(i)

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

(ii)

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

(b)

Ontario

Nil

SCHEDULE "C"

RECEIVERS

Arthur Andersen & Co.

Coopers & Lybrand

Deloitte & Touche

Ernst & Young

* * * * *

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INTER-CREDITOR AGREEMENT
ARTICLE 1 INTERPRETATION
ARTICLE 2 PRIORITIES
ARTICLE 3 OTHER AGREEMENTS OF THE PARTIES
ARTICLE 4 DEMAND AND REALIZATION
ARTICLE 5 PROCEEDS OF REALIZATION
ARTICLE 6 AGREEMENTS OF THE CORPORATION
ARTICLE 7 GENERAL
SCHEDULE "A" BANK SECURITY
SCHEDULE "B" NOTE SECURITY
SCHEDULE "C" RECEIVERS

EX-5.1

Exhibit 5.1

[Arnold & Porter letterhead]

November 21, 2003

Vidéotron Ltée
300 Viger Avenue East
Montreal, Quebec H2X 3W4
Canada

Re:     U.S.$335,000,000 6⁷/8% Senior Notes due January 15, 2014

Ladies and Gentlemen:

        We have acted as U.S. counsel to Vidéotron Ltée, a company incorporated under the laws of the Province of Quebec (the "Company"), and the Company's subsidiaries Vidéotron TVN inc., Le SuperClub Vidéotron ltée, Vidéotron (1998) ltée and Groupe de Divertissement SuperClub Inc. (collectively, the "Guarantors") in connection with the Company's new 6⁷/8% Senior Notes due January 15, 2014 and the accompanying guarantees by the Guarantors (collectively, the "Exchange Notes") in aggregate principal amount of up to U.S.$335,000,000. The Company and the Guarantors have filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), a Registration Statement on Form F-4 (the "Registration Statement") relating to the Company's offer to exchange the Exchange Notes for all of its outstanding 6⁷/8% Senior Notes due January 15, 2014 and the accompanying guarantees by the Guarantors (collectively, the "Outstanding Notes" and, together with the Exchange Notes, the "Notes") as set forth in the prospectus forming a part of the Registration Statement (the "Prospectus"). The Exchange Notes will be issued, and the Outstanding Notes were issued, pursuant to an indenture (the "Indenture") dated as of October 8, 2003 by and among the Company, the Guarantors and Wells Fargo Bank Minnesota, N.A., as trustee (the "Trustee"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Prospectus.

        We have reviewed the Registration Statement and the Indenture, including the form of the Notes attached thereto, filed as Exhibit 4.3 to the Registration Statement, and original, copies or facsimiles of such other agreements, instruments, certificates and documents as we have deemed necessary or appropriate as a basis for our opinion hereinafter set forth. We have also made such legal and factual examinations and inquiries as we have deemed necessary or appropriate for purposes of this opinion. We have assumed that the issuance and exchange of the Exchange Notes for the Outstanding Notes have been duly authorized by the requisite corporate action on the part of the Company and the Guarantors, that the Indenture has been duly authorized, executed and delivered by the Company and the Guarantors and that the Exchange Notes will be duly executed and delivered by the Company and the Guarantors. Furthermore, we have assumed the authority of the Trustee to enter into the Indenture and to authenticate the Exchange Notes, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic originals of all documents submitted to us as copies.

        We express this opinion as members of the bar of the State of New York, and we do not express any opinion herein as to matters governed by any laws other than the laws of the State of New York and the federal laws of the United States. We understand that Ogilvy Renault, Canadian counsel for the Company, has delivered an opinion with respect to the due authorization, execution and delivery of the Indentures and the Exchange Notes by the Company and the Guarantors, which is filed as Exhibit 5.2 to the Registration Statement.

        Based upon and subject to the foregoing, we are of the opinion that when the Registration Statement has become effective under the Act and the Exchange Notes have been duly executed and authenticated in accordance with the Indenture and exchanged for the Outstanding Notes as contemplated in the Registration Statement, the Exchange Notes will constitute valid and legally binding obligations of the Company and the Guarantors, enforceable against the Company and the Guarantors in accordance with their terms, subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, receivership and similar laws relating to or affecting creditors' rights generally and to equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).

        Based upon and subject to the foregoing, we are further of the opinion that, under the laws of the United States in effect as of the date hereof and as of the date of the Prospectus, the discussion under the heading "Certain Tax Considerations — Certain U.S. Federal Income Tax Considerations" in the Prospectus included in the Registration Statement contains, with respect to U.S. Holders, the relevant and material provisions of present U.S. federal income tax law and is true and correct as set forth therein.

        This opinion speaks only as of its date and is limited to present statutes, regulations, judicial interpretations, orders, directives and decrees applicable to the facts as they presently exist. In rendering this opinion, we assume no obligation to revise or supplement this opinion should the present laws be changed by legislative or regulatory action, judicial decision or otherwise.

        We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the headings "Legal Matters" and "Certain Tax Considerations — Certain U.S. Federal Income Tax Considerations" in the Registration Statement. In giving the foregoing consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Arnold & Porter

EX-5.2

Exhibit 5.2

[Ogilvy Renault letterhead]

Montréal, November 21, 2003
Vidéotron Ltée
300 Viger Street East
Montreal, Quebec
H2X 3W4

Ladies and Gentlemen:

RE:     US$335,000,000 6⁷/8% Senior Notes due January 15, 2014 (the "Senior Notes")

We have acted as Canadian counsel to Vidéotron Ltée, a company incorporated under and governed by the laws of the Province of Quebec (the "Company"), and the Company's subsidiaries listed in Schedule I hereto that have guaranteed the Senior Notes (collectively, the "Guarantors") in connection with the Company's new 6⁷/8% Senior Notes due January 15, 2014 and the accompanying guarantees by the Guarantors (collectively, the "Exchange Notes") in an aggregate principal amount of US$335,000,000. The Company and the Guarantors have filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), a Registration Statement on Form F-4 (the "Registration Statement") relating to the Company's offer to exchange the Exchange Notes for all of its outstanding 6⁷/8% Senior Notes due January 15, 2014 and the accompanying guarantees by the Guarantors (collectively, the "Outstanding Notes" and, together with the Exchange Notes, the "Notes") as set forth in the prospectus forming a part of the Registration Statement (the "Prospectus"). The Exchange Notes will be issued, and the Outstanding Notes were issued, pursuant to an indenture (the "Indenture") dated as of October 8, 2003 among the Company, Wells Fargo Bank Minnesota, N.A., as trustee, and the Guarantors. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Prospectus.

We have examined the Registration Statement, the Indenture, the Notes, such corporate records of the Company and the Guarantors, such certificates of officers of the Company and the Guarantors, public officials and others and original, copies or facsimiles of such other agreements, instruments, certificates and documents as we have deemed necessary or advisable as a basis for the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic originals of all documents submitted to us as copies. We have assumed the accuracy and completeness of the corporate records of the Company and the Guarantors and the certificates of officers of the Company and the Guarantors, public officials and others, examined by us.

We are solicitors qualified to practice law only in the Provinces of Quebec, Ontario and British Columbia, and we express no opinion herein as to any laws, or any matters governed by any laws, other than the laws of the Province of Quebec and the federal laws of Canada applicable therein, all as of the date hereof. Our opinion below with respect to execution and delivery is limited to the extent that execution and delivery are matters governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein.

Page 2

Based upon and subject to the foregoing, we are of the opinion that the Indenture has been duly authorized, executed and delivered by the Company and the Guarantors, and that the Exchange Notes have been duly authorized by the Company and the Guarantors and, when issued, executed and delivered by the Company and the Guarantors and authenticated by the Trustee pursuant to the terms and conditions of the Indenture, the Exchange Notes will be validly issued, executed and delivered by the Company and the Guarantors.

We have prepared the discussion included in the Prospectus, which forms part of the Registration Statement, under the caption "Certain Tax Considerations — Canadian Material Federal Income Tax Considerations for Non-Residents of Canada". The discussion under that caption is our opinion of the main Canadian federal income tax consequences applicable to Non-Resident Holders, as defined therein, subject to the conditions, limitations and assumptions described therein.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to this firm under the headings "Legal Matters", "Description of the Notes — Enforceability of Judgments" and "Certain Tax Considerations — Canadian Material Federal Income Tax Considerations for Non-Residents of Canada" in the Registration Statement. In giving the foregoing consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Yours truly,

/s/ Ogilvy Renault

SCHEDULE I

Vidéotron TVN inc.

Vidéotron (1998) ltée

Le SuperClub Vidéotron ltée

Groupe de Divertissement SuperClub Inc.

EX-10.1

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Exhibit 10.1

SIXTH AMENDING AGREEMENT to the Credit Agreement dated as of November 28, 2000, as amended by a First Amending Agreement 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 Fourth Amending Agreement dated as of December 23, 2002, and a Fifth Amending Agreement dated as of March 24, 2003, entered into in the City of Montreal, Province of Quebec, as of October 8, 2003,

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 a Credit Agreement dated as of November 28, 2000, as amended by a First Amending Agreement 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 Fourth Amending Agreement dated as of December 23, 2002, and a Fifth Amending Agreement dated as of March 24, 2003 (as so amended, the "Prior Credit Agreement");

WHEREAS the Borrower has requested certain amendments to the Prior Credit Agreement to provide it with greater flexibility and, in particular, to allow it to issue an Offering of Debt in the amount of approximately US$335,000,000, to create a new Facility C, to reduce the Credit under the Revolving Facility, and to make certain amendments to pricing and to other covenants; and

WHEREAS the parties hereto wish to amend and restate the Prior Credit Agreement, as amended pursuant to this Sixth Amending Agreement, in its entirety, the whole without novation;

WHEREAS the requisite majority of the 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 of the Credit Agreement, as evidenced by the signature of each Lender and of the Agent on this Agreement;

NOW THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:

I.    INTERPRETATION

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

2.    The parties have agreed to indicate the amendments to the Prior Credit Agreement by showing all (a) additions, by using double-underlined text, and (b) deletions, by striking out the deleted text.

II.    AMENDMENTS

        All amendments are shown on the Amended and Restated Credit Agreement attached as Schedule 1. A clean, unmarked version of the Amended and Restated Credit Agreement is also attached as Schedule 2, which clean version will become the new Credit Agreement (the "Credit Agreement") once all conditions precedent hereunder and in Section 10.2 of the attached Amended and Restated Credit Agreement have been met.

III.    EFFECTIVE DATE AND CONDITIONS

1.    This Sixth Amending Agreement shall become effective as of October 8, 2003 (the "Effective Date"), subject to the fulfilment of all conditions precedent set out herein and in Section 10.2 of the attached Amended and Restated Credit Agreement.

2.    On the Effective Date, the new Credit Agreement shall supersede the Prior Credit Agreement in its entirety, except as provided in this section. The parties hereto agree that the changes to the terms and conditions of the Prior Credit Agreement set out herein and the execution hereof shall not constitute novation and all the Security shall continue to apply to the Prior Credit Agreement, as amended and restated by the Credit Agreement, 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 Prior Credit Agreement, as amended and restated by the Credit Agreement.

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3.    The Borrower shall pay all fees and costs, including 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.    The Borrower shall provide the opinion of its counsel, in form and substance acceptable to the Agent and the Lenders' counsel, with respect to the power, capacity, and authority of the Borrower and each of the Guarantors to enter into or intervene in this Sixth Amending Agreement and to perform its obligations hereunder, as well as with respect to the enforceability of this Sixth Amending Agreement and the attached Amended and Restated Credit Agreement in accordance with its terms, and the continued enforceability (unaffected hereby) of all of the Security.

IV.    MISCELLANEOUS

1.    All of the provisions of the Prior Credit Agreement which 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.

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

VIDÉOTRON LTÉE		ROYAL BANK OF CANADA, as Agent for the Lenders
Per:	/s/  J. SERGE SASSEVILLE	Per:	/s/  [ILLEGIBLE]
Per:	/s/  CLAUDINE TREMBLAY	Per:	/s/  [ILLEGIBLE]

3

ROYAL BANK OF CANADA		THE TORONTO-DOMINION BANK
Per:	/s/  [ILLEGIBLE]	Per:	/s/  [ILLEGIBLE]
Per:		Per:	/s/  [ILLEGIBLE]
BANK OF MONTREAL		BANK OF AMERICA, N.A., Canada Branch
Per:	/s/  ASHOK RAO Ashok Rao Vice President	Per:	/s/  NELSON LAM Nelson Lam Vice President
Per:		Per:
CANADIAN IMPERIAL BANK OF COMMERCE		THE BANK OF NOVA SCOTIA
Per:	/s/  DAVID J. COHEN David J. Cohen Director	Per:	/s/  ROBERT KING Robert King Director
Per:	/s/  [ILLEGIBLE]	Per:	/s/  MARK DICKINSON Mark Dickinson Associate
CITIBANK N.A., Canadian Branch		CREDIT SUISSE FIRST BOSTON Toronto Branch
Per:	/s/  [ILLEGIBLE]	Per:	/s/  ALAIN DAOUST Alain Daoust Director
Per:		Per:	/s/  PETER CHAUVIN Peter Chauvin Vice President

4

CAISSE CENTRALE DESJARDINS		BANK OF TOKYO-MITSUBISHI (CANADA)
Per:	/s/  [ILLEGIBLE]	Per:	/s/  AMOS W. SIMPSON Amos W. Simpson Senior Vice President and General Manager
Per:	/s/  [ILLEGIBLE]	Per:
LAURENTIAN BANK OF CANADA		NATIONAL BANK OF CANADA
Per:	/s/  ALAIN GOYETTE Alain Goyette Senior Manager	Per:	/s/  STEPHEN REUDING
Per:	/s/  MICHEL GENDRON Michel Gendron Vice President	Per:	/s/  [ILLEGIBLE]
NATIONAL CITY BANK, CANADA BRANCH
Per:	/s/  [ILLEGIBLE]
Per:

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The undersigned acknowledge having taken cognizance of the provisions of the foregoing Sixth 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 Prior Credit Agreement, as amended by a First Amending Agreement dated as of January 5, 2001, a Second Amending Agreement dated as of June 29, 2001, a Third Amending Agreement dated as of December 21, 2001, a Fourth Amending Agreement dated as of December 23, 2002, a Fifth Amending Agreement dated as of March 24, 2003 and by this Sixth Amending Agreement, and as amended and restated pursuant to the Credit Agreement:

LE SUPERCLUB VIDÉOTRON LTÉE		GROUPE DE DIVERTISSEMENT SUPERCLUB INC.
Per:	/s/  CLAUDINE TREMBLAY	Per:	/s/  CLAUDINE TREMBLAY
VIDÉOTRON (1998) LTÉE		CF CABLE TV INC.
Per:	/s/  J. SERGE SASSEVILLE	Per:	/s/  J. SERGE SASSEVILLE
VIDEOTRON (REGIONAL) LTD		TÉLÉ-CÂBLE CHARLEVOIX (1977) INC.
Per:	/s/  J. SERGE SASSEVILLE	Per:	/s/  J. SERGE SASSEVILLE
VIDÉOTRON TVN INC. (FORMERLY 9096-5807 QUÉBEC INC.)		CÂBLAGE QMI INC.
Per:	/s/  CLAUDINE TREMBLAY	Per:	/s/  LOUIS ST. ARNAUD

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        The undersigned acknowledges having taken cognizance of the provisions of the foregoing Sixth Amending Agreement and agrees that the pledge of the shares of the Borrower executed by GVL pursuant to subsection 9.1.2 of the Credit Agreement and assumed by it (A) remains enforceable against it in accordance with its terms, and (B) continues to secure all of the obligations of the Persons specified in such Security Document in connection with the Prior Credit Agreement, as amended by a First Amending Agreement dated as of January 5, 2001, a Second Amending Agreement dated as of June 29, 2001, a Third Amending Agreement dated as of December 21, 2001, a Fourth Amending Agreement dated as of December 23, 2002, a Fifth Amending Agreement dated as of March 24, 2003 and by this Sixth Amending Agreement, and as amended and restated pursuant to the Credit Agreement:

QUEBECOR MEDIA INC.
Per:	/s/  LOUIS ST. ARNAUD

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Schedule 2

VIDÉOTRON LTÉE, as Borrower

         – and –

RBC DOMINION SECURITIES INC., as Lead Arranger and Bookrunner

         – and –

BANK OF AMERICA, N.A., CANADA BRANCH

BMO NESBITT BURNS INC.

THE TORONTO-DOMINION BANK

         as Co-Arrangers

– and –

THE FINANCIAL INSTITUTIONS NAMED
ON THE SIGNATURE PAGES HERETO

         as Lenders

ROYAL BANK OF CANADA, as Administrative Agent

         as of

November 28, 2000, as amended

$1,587,000,000

CREDIT AGREEMENT

(as amended by a First Amending Agreement dated as of January 5, 2001, a Second Amending Agreement dated as of June 29, 2001, a Third Amending Agreement dated December 12, 2001 and accepted by the Lenders as of December 21, 2001, a Fourth Amending Agreement dated as of December 23, 2002, a Fifth Amending Agreement dated as of March 24, 2003 and a Sixth Amending Agreement dated as of October 8, 2003)

HEENAN BLAIKIE LLP
1250 René-Lévesque Blvd. West
Suite 2500
Montreal (Quebec) H3B 4Y1

Telephone: (514) 846-1212
Telecopier: (514) 846-3427

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AMENDED AND RESTATED CREDIT AGREEMENT entered into in the City of Montreal, Province of Quebec, as of November 28, 2000, as amended by a First Amending Agreement dated as of January 5, 2001, a Second Amending Agreement dated as of June 29, 2001, a Third Amending Agreement dated December 12, 2001 and accepted by the Lenders as of December 21, 2001, a Fourth Amending Agreement dated as of December 23, 2002, a Fifth Amending Agreement dated as of March 24, 2003, and a Sixth Amending Agreement dated as of October 8, 2003

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 FINANCIAL INSTITUTIONS NAMED ON THE SIGNATURE PAGE HEREOF OR FROM TIME TO TIME PARTIES HERETO (the "Lenders")
	PARTIES OF THE SECOND PART
AND:	ROYAL BANK OF CANADA, AS ADMINISTRATIVE AGENT FOR THE LENDERS, a Canadian bank, having a place of business at 200 Bay Street, 12th floor, South Tower, Royal Bank Plaza, in the City of Toronto, Province of Ontario (hereinafter called the "Agent")
	PARTY OF THE THIRD PART

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

        NOW THEREFORE, THE PARTIES HERETO HAVE AGREED AS FOLLOWS:

1.     INTERPRETATION

1.1    Definitions

The following words and expressions, when used in this Agreement or in any agreement supplementary hereto, unless the contrary is stipulated, have the following meaning:

1.1.1    "Acquisition" means, with respect to any Person, any transaction or series of related transactions whereby such Person acquires, directly or indirectly, (a) a business, division, or all or a substantial portion of the assets of any other Person; (b) any Investment; or (c) by way of reorganization, consolidation, amalgamation, winding-up, merger, transfer, sale, lease or other combination, the assets or shares of any other Person; and "Acquire" and "Acquired" have meanings correlative thereto;

1.1.2    "Additional Distributions" means an amount of up to $50,000,000 available to be paid to Quebecor Media Inc. during the Term, in addition to the percentage of Excess Cash Flow available to be paid thereto after the Mandatory Prepayments are made in accordance with subsection 8.2.3, provided that the remaining (unused) Commitments available under the Revolving Facility after making any such payment would be at least $25,000,000;

1.1.3    "Additional Offering" means an Offering of unsecured Debt incurred or issued by the Borrower in an amount not exceeding $200,000,000 in the aggregate during the Term, the terms and conditions of which Offering will be substantially the same as those of the HYD Offering, unless otherwise approved by the Lenders; provided that if the Additional Offering permits more prepayments than the HYD Offering, unanimous Lender approval will be required;

1.1.4    "Advance" means any advance by a Lender under this Agreement, including direct Advances by way of Prime Rate Advances and indirect Advances by way of BA Advances (or, in the case of Lenders who are Foreign Lenders who cannot make such forms of Advances, Libor Advances in Cdn. $, or, in the circumstances set out in Section 4.11, Libor Advances in US$);

1.1.5    "Affiliate" has the meaning ascribed thereto in the Canada Business Corporations Act and, with respect to any Lender that is a fund that invests in bank loans, includes any other fund that invests in bank loans and is advised or managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor;

1.1.6    "Agency Branch" means the branch of the Agent located at Royal Bank Plaza, South Tower, 12^th Floor, in the City of Toronto, Province of Ontario, M5J 2W7, or such other address in Canada of which the Agent may notify the Borrower from time to time;

1.1.7    "Agent" means Royal Bank of Canada in its capacity as agent for all of the Lenders;

1.1.8    "Agreement", "Credit Agreement", "these presents", "herein", "hereby", "hereunder" and other similar expressions refer collectively to this Credit Agreement and the Schedules and appendices hereto as same may be amended or amended and restated from time to time, and include any deed or document which is supplementary or accessory or which is made in order to complete this Agreement, as all of same may subsequently be amended, amended and restated, modified, supplemented or replaced from time to time;

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1.1.9    "Annual Business Plan" means, for any financial year, (a) detailed projected balance sheets, income statements, statements of cash flows and Capital Expenditures budgets of the VL Group, prepared on a Consolidated basis, in respect of such financial year and each financial quarter therein and in respect of, and as at the last day of, each of the next two following financial years, in each case supported by appropriate explanations, notes and information and commentary; and (b) a detailed narrative of the businesses of the VL Group for the financial year then ended and for the following financial year which shall include a management discussion and analysis, in sufficient detail, all as approved by the board of directors of the Borrower;

1.1.10    "Asset Disposition" has the meaning ascribed to it in subsection 1.1.87.1;

1.1.11    "Assignment" means an assignment of all or a portion of a Lender's rights and obligations under this Agreement in accordance with Sections 16.2 and 16.3, and "Assignee" has the meaning ascribed to it in subsection 16.2.1;

1.1.12    "Associate" has the meaning ascribed thereto in the Canada Business Corporations Act;

1.1.13    "BA Advance" means at any time the part of the Advances under the Revolving Facility and Term Facility C which the Borrower has chosen to borrow by Bankers' Acceptances, calculated based on the face amount of such Bankers' Acceptances;

1.1.14    "BA Proceeds" means, (a) for any Bankers' Acceptance issued hereunder, an amount calculated on the applicable Acceptance Date (as defined in subsection 6.1.1) by multiplying: i) the face amount of the Bankers' Acceptance by ii) the following fraction:

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

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

1.1.15    "BA Schedule I Reference Lender" means Royal Bank of Canada or such other Lender which is a Schedule I bank under the Bank Act (Canada) appointed by the Agent with the consent of the Borrower in replacement of the said Lender;

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1.1.16    "BA Schedule II Reference Lenders" means Bank of America, N.A. Canada Branch and Credit Suisse First Boston, Toronto Branch, or such other Lenders which are Schedule II or Schedule III banks under the Bank Act (Canada) appointed by the Agent with the consent of the Borrower in replacement of such Lenders;

1.1.17    "Back-to-Back Debt" means any loans made or debt instruments issued as part of a Back-to-Back Transaction and in which each party to such Back-to-Back Transaction, other than a member of the VL Group, executes a subordination agreement in favor of the Agent in substantially the form attached hereto as Schedule "N";

1.1.18    "Back-to-Back Preferred Shares" means preferred shares issued:

(a)    to a member of the VL Group by an Affiliate of the Borrower in circumstances where, immediately prior to the issuance of such preferred shares, an Affiliate of such member of the VL Group has loaned on an unsecured basis to such member of the VL Group, or an Affiliate of such member of the VL Group has subscribed for preferred shares of such member of the VL Group in an amount equal to, the requisite subscription price for such preferred shares;

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

(c)    by a member of the VL Group to one of its Affiliates in circumstances where, immediately after the issuance of such preferred shares, such member of the VL Group has used all of the proceeds of such issuance to subscribe for preferred shares issued by an Affiliate;

in each case on terms whereby:

(i)    the aggregate redemption amount applicable to the preferred shares issued to or by such member of the VL Group is identical:

(A)    in the case of (a) above, to the principal amount of the loan made or the aggregate redemption amount of the preferred shares subscribed for by such Affiliate prior to the issuance thereof;

(B)    in the case of (b) above, to the principal amount of the loan made to such Affiliate with the proceeds of the issuance thereof; or

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

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

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

(B)    in the case of (b) above, be immediately after the interest payment date relevant to the loan made to such Affiliate with the proceeds of the issuance thereof; or

(C)    in the case of (c) above, be immediately after the dividend payment date on the preferred shares issued by such Affiliate with the proceeds of the issuance thereof;

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

(A)    to a member of the VL Group in the case of (a) above, will be equal to or in excess of the amount of interest payable in respect of the loan made or the amount of dividends provided for in respect of the preferred shares subscribed for by such Affiliate prior to the issuance thereof;

(B)    by a member of the VL Group in the case of (b) above, will be equal to or less than the amount of interest payable in respect of the loan made to such Affiliate with the proceeds of the issuance thereof; or

(C)    by a member of the VL Group in the case of (c) above, will be equal to the amount of dividends in respect of the preferred shares issued by such Affiliate with the proceeds of the issuance thereof.

Provided, for greater certainty, that in all cases, (I) the redemption of any preferred shares by a member of the VL Group, (II) the repayment of any Back-to-Back Debt by a member of the VL Group, (III) the payment of any dividends by a member of the VL Group in respect of its preferred shares, and (IV) the payment of any interest on Back-to-Back Debt of a member of the VL Group, may, in each case, be made by a member of the VL Group solely by delivering the relevant Back-to-Back Securities to the Affiliate in question, or by paying to the Affiliate an amount in cash not in excess of the amount already received in cash from such Affiliate;

1.1.19    "Back-to-Back Securities" means the Back-to-Back Preferred Shares or the Back-to-Back Debt or both, as the context requires;

1.1.20    "Back-to-Back Transactions" means any of the transactions described under the definition of Back-to-Back Preferred Shares;

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1.1.21    "Bankers' Acceptance" means a non-interest bearing draft or bill of exchange in Canadian Dollars drawn and endorsed by the Borrower and accepted by a Lender in accordance with the provisions of Article 6, and includes a Discount Note where the context permits. Subject to the Lenders electing to use a clearing house as contemplated by the Depository Bills and Notes Act (S.C. 1998 c. 13) (the "Act"), "Bankers' Acceptance" shall mean a depository bill (as defined in the Act) in Canadian Dollars signed by the Borrower and accepted by a Lender. Drafts or bills of exchange that become depository bills may nevertheless be referred to herein as "drafts";

1.1.22    "Bankers' Acceptance Discount Rate" means (a) in respect of Bankers' Acceptances to be purchased by the Lenders which are Schedule I banks under the Bank Act (Canada), the average rate for Canadian Dollar bankers' acceptances having Designated Periods of 1, 2, 3, or 6 months quoted on Reuters Service, page CDOR "Canadian Interbank Bid BA Rates" (the "CDOR Rate"), having an identical Designated Period to that of the Bankers' Acceptance to be issued on such day, and (b) in respect of Bankers' Acceptances to be purchased by the Lenders which are Schedule II or Schedule III banks under the Bank Act (Canada) and in respect of Discount Notes, the lesser of (i) the arithmetic average (rounded upward to the nearest one hundredth of one percent (.01%)) of the discount rates for Canadian Dollar bankers' acceptances quoted by the BA Schedule II Reference Lenders, and (ii) the rate specified in (a) above plus 10 basis points (.10%) (in each of cases (a) and (b), the "Discount Rates"). In all cases, the Discount Rates shall be quoted at approximately 10:00 a.m. (Montreal time) on the Acceptance Date calculated on the basis of a year of 365 days.

In the absence of any such quote, the Bankers' Acceptance Discount Rate which would have been determined in accordance with paragraph (a) or paragraph (b) above, respectively, shall be equal to the rate determined from time to time by the Agent as the discount rates for bankers' acceptances of

(A)    in the case of paragraph (a), the BA Schedule I Reference Lender; and

(B)    in the case of paragraph (b), the BA Schedule I Reference Lender plus 10 basis points (.10%);

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

1.1.23    "Banking Day" means any day which is at the same time a Business Day and a day on which banking institutions are not authorized by law or by local proclamation to close for business in New York (USA) and in London (England);

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1.1.24    "Branch" means the branch of Royal Bank of Canada located at 1 Place Ville Marie, or any other branch designated by the Agent from time to time by notice to the Borrower;

1.1.25    "Business Day" means any day, except Saturdays, Sundays and other days which in Montreal or Toronto (Canada) are holidays or a day upon which banking institutions are not authorized or required by law or by local proclamation to close;

1.1.26    "Canadian Dollars" or "Cdn. $" means the lawful currency of Canada;

1.1.27    "Capital Expenditures" means the aggregate amount actually paid in cash in any period by the VL Group for or in connection with the acquisition or maintenance of assets required to be capitalized, including expenditures of the type described in the last sentence of Section 13.9, determined on a Consolidated basis and otherwise in accordance with GAAP other than, for greater certainty, expenditures for Acquisitions permitted by Section 13.7;

1.1.28    "Capital Lease" means any lease (a) which is required to be capitalized on a balance sheet of the lessee in accordance with GAAP, or (b) for which the amount of the asset and liability thereunder should be disclosed in a note to such balance sheet as if so capitalized in accordance with GAAP;

1.1.29    "Cash Equivalents" means, as of the date of any determination thereof, instruments of the following types:

1.1.29.1

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

1.1.29.2

marketable direct obligations of the governments of one of the provinces of Canada, one of the states of the USA, or any agency thereof, or of any county, department, municipality or other political subdivision of Canada or the USA, the payment or guarantee of which constitutes a full faith and credit obligation of such province, state, municipality or other political subdivision, which matures within 364 days of acquisition and which is currently accorded a short-term credit rating of at least A-1 by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. ("S & P") or at least Prime-1 by Moody's Investors Service, Inc. ("Moody's") or the equivalent thereof from Dominion Bond Rating Service Inc. ("DBRS");

7

1.1.29.3

commercial paper, bonds, notes, debentures and bankers' acceptances issued by a Person residing in Canada or the USA and not referred to in subsections 1.1.29.1, 1.1.29.2 or 1.1.29.4, and maturing within 364 days from the date of issuance which, at the time of acquisition, is accorded a short-term credit rating of at least A-1 by S & P or at least Prime-1 by Moody's or the equivalent thereof from DBRS;

1.1.29.4

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

1.1.30    "Cash Management Facilities" means the cash management facilities described in the two agreements (the "Cash Management Agreements") entered into among Vidéotron Télécom Ltée, the Borrower, Groupe de Divertissement Superclub Vidéotron Ltée, Le Superclub Vidéotron Ltée, Protectron Inc., Vidéotron TVN Inc., CF Cable TV Inc., 2841-8044 Québec Inc., 2759-8911 Québec Inc., 9028-9778 Québec Inc., 2516527 Canada Inc., Vidéotron Incotel Ltée, Vidéotron (1998) Ltée, Vidéotron Communications Inc., Vidéotron Télécom (1998) Ltée, as participants, the Borrower as concentrator and The Toronto-Dominion Bank dated August 9, 1999, providing for an aggregate maximum net daily overdraft of $20,000,000 (which amount has been decreased to $15,000,000), as same has or may be amended or replaced from time to time;

1.1.31    "CF Cable Notes" means the US $94,675,000 9¹/8% Senior Secured First Priority Notes issued by CF Cable TV Inc.;

1.1.32    "Change in Control" means (a) the acquisition by any Person or group of Persons acting in concert (other than Quebecor Media Inc. or any of its wholly-owned Subsidiaries) of a majority of the votes attached to the outstanding voting shares of the Borrower or any of the Initial VL Group Guarantors, or (b) any event which results in more than a majority of the votes attached to the outstanding shares of Quebecor Media Inc. being held by a Person other than Quebecor Inc. and its Subsidiaries;

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1.1.33    "Charge" means any right to any property, or the income or benefits flowing therefrom, which secures an obligation due to a Person or a claim of such Person, whether such interest is based on the common law, statute or contract, and includes any security interest, hypothec, pledge, pawn, mortgage, privilege, prior claim, lien, charge, assignment, transfer, cession, encumbrance, Capital Lease, Synthetic Lease, instalment sale, conditional sale or trust receipt or a consignment or bailment for security purposes. The term "Charge" shall include reservations, exceptions, encroachments, easements, servitudes, rights-of-way, covenants, conditions, restrictions and other title exceptions and encumbrances (including, with respect to stock, stockholder agreements having the effect of restricting the ability, in any material respect, of a Person to fulfill its obligations hereunder, voting trust agreements and all similar arrangements) affecting property, but shall exclude, for greater certainty, the rights of lessors under operating leases (but not Synthetic Leases). Solely for the purposes of determining whether a Charge exists for the purposes of this Agreement, a Person shall be deemed to be the owner of any property which it has acquired or holds subject to a conditional sale agreement, Capital Lease or other arrangement pursuant to which title to the property has been retained by or vested in some other Person for security purposes and such retention or vesting shall constitute a Charge;

1.1.34    "Closing Date" means November 28, 2000;

1.1.35    "Commitment" means the portion of the Credit for which a Lender is responsible, as set out in Schedule "A" hereof;

1.1.36    "Compliance Certificate" has the meaning ascribed to it in subsection 12.15.1;

1.1.37    "Consolidated" means produced by aggregating the relevant financial statements or accounts of the VL Group on a line-by-line basis (i.e.: adding together corresponding items of assets, liabilities, revenues and expenses), eliminating inter-company balances and transactions and providing for any minority interest, all as otherwise (i.e. except for the fact that the financial information in question relates to the members of the VL Group, all of which are owned, directly or indirectly, by the same Person, Quebecor Media Inc., but are not themselves Subsidiaries of one another) determined in accordance with GAAP;

1.1.38    "Contingent Obligation" of any Person means all contingent liabilities required to be included in the financial statements of such Person in accordance with GAAP, excluding any notes thereto;

1.1.39    "Core Business" means the business described in Section 11.4;

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1.1.40    "Credit" means the aggregate amount available to the Borrower under the Revolving Facility and Term Facility C;

1.1.41    "CRTC" means the Canadian Radio-television and Telecommunications Commission, or a successor regulatory body, commission or agency;

1.1.42    "Debenture" means the Debenture to be issued in favour of each Lender (or in favour of a collateral agent designated by the Agent) by the Borrower and the Guarantors after the Phase II Date in accordance with the provisions of subsection 9.2.4;

1.1.43    "Debenture Pledge" means the pledge of the Debenture in favour of the Agent or any designated collateral agent by the Borrower and the Guarantors;

1.1.44    "Debt" includes, for any Person,

1.1.44.1	obligations in respect of borrowed money, whether or not evidenced by notes, bonds, debentures or similar evidences of indebtedness of such Person;
1.1.44.2	obligations in respect of borrowed money and the Negative Value of Derivative Instruments, but without duplication of any underlying Debt that may be hedged by same, and, in particular, without taking into account the currency hedging in respect of the US$ denominated Debt referred to in the final paragraph of this definition;
1.1.44.3	obligations representing the deferred purchase price of goods and services, other than such obligations incurred in the ordinary course of business of the VL Group and payable within a period not exceeding 120 days from the date of their incurrence,
1.1.44.4	the obligations, whether or not assumed, which are secured by Charges on the property belonging to such Person or payable out of the proceeds flowing therefrom,
1.1.44.5	Contingent Obligations;
1.1.44.6	obligations under Capital Leases and Synthetic Leases, and
1.1.44.7	obligations under letters of credit, letters of guarantee, bankers' acceptances or Guarantees,

10

but shall not include Debt under the Back-to-Back Securities. In addition, any Debt denominated in US$ which is validly and effectively hedged through the use of one or more Derivative Instruments will be calculated at the exchange rate applicable to such US$ Debt under the applicable Derivative Instrument;

1.1.45    "Debt Service Coverage Ratio" means, for any period, the ratio of EBITDA to Interest Expense plus scheduled repayments of long-term Consolidated Debt of the VL Group;

1.1.46    "Default" means an event or circumstances, the occurrence or non-occurrence of which would, with the giving of a notice, lapse of time or combination thereof, constitute an Event of Default unless remedied within the prescribed delays or renounced to in writing by the Agent, as authorized by the Lenders;

1.1.47    "Derivative Instrument" means an agreement entered into from time to time by a Person in order to control, fix or regulate currency exchange fluctuations, or the rate of interest payable on borrowings, including a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or index equity swap, equity or index equity option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions and any combination of these transactions);

1.1.48    "Derivative Obligations" means obligations of the Borrower to one or more Lenders under Derivative Instruments;

1.1.49    "Designated Period" means, with respect to a Libor Advance or a BA Advance, a period designated by the Borrower in accordance with Sections 4.2, 6.1 and 6.4, respectively;

1.1.50    "Disbursement Period" means, with respect to each of the Facilities, the period:

1.1.50.1	with respect to the Revolving Facility, from the Closing Date until the expiry of the Term;
1.1.50.2	with respect to Term Facility C, on the Sixth Amendment Closing Date, for the initial Advance in an amount sufficient to repay all amounts owing under Term Facility A-1 (the "Term Facility C Initial Advance");

in each case subject to satisfying the applicable conditions precedent set out in Article 10;

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1.1.51    "Discount Note" means a non-interest bearing promissory note denominated in Canadian Dollars issued by the Borrower to a Lender or a sub-participant which is a Non-BA Lender (as defined in subsection 6.1.2 (b)), such note to be in the form normally used by such Lender or sub-participant;

1.1.52    "EBITDA" means, during a financial period, earnings of the VL Group before non-controlling interests, extraordinary items, Interest Expense, taxes, depreciation and amortization, foreign exchange translation gains or losses not involving the payment of cash and other non-cash financial charges, without taking into account any goodwill adjustments, calculated on a Consolidated basis, and otherwise in accordance with GAAP; for greater certainty, there shall be excluded from the calculation of EBITDA, to the extent included in such calculation, the amount of any income or expense relating to Back-to-Back Securities and the costs arising out of the termination of the Derivative Instruments associated with Term Facility B upon its repayment, in an approximate amount of $8,000,000;

1.1.53    "Excess Cash Flow" means the VL Group's EBITDA calculated as at the end of each financial quarter, plus an amount equal to any spread paid to the Borrower resulting from Back-to-Back Securities, to the extent not previously included in EBITDA, and less

1.1.53.1	the amount of taxes paid or otherwise due during the period in question;
1.1.53.2	the amount of any Interest Expense paid in cash (and not accrued); however, for the purposes of this definition alone, "Interest Expense" shall include all fees and expenses relating to the HYD Offering, the Additional Offering and all other future Debt Offerings, except to the extent that the fees and expenses in question are paid for out of the proceeds of such Debt Offerings and not out of the VL Group's cash flow;
1.1.53.3	the amount of all voluntary prepayments of Debt, other than (a) payments under the Revolving Facility or under the unsecured cash management facility not exceeding $10,000,000 permitted hereunder, (b) voluntary prepayments using the proceeds of Asset Dispositions and Offerings, and (c) voluntary prepayments made to reduce Term Facility A-1 and Term Facility B;
1.1.53.4	the amount of extraordinary items not included in earnings but which required the payment of cash;
1.1.53.5	the amount of any mandatory principal repayment (other than Mandatory Repayments under subsections 8.2.1, 8.2.2 and 8.2.3) of Debt that is permitted hereunder, including the scheduled repayments contemplated by subsection 8.1.1; and

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1.1.53.6
the sum of (1) the amount of Capital Expenditures made during such period that have not been financed separately out of (i) the proceeds of Debt permitted hereunder; (ii) equity obtained after the date hereof; or (iii) the Net Proceeds arising out of Asset Dispositions made during the period which are not used to make Mandatory Repayments under subsection 8.2.1 and (2) the amount, if any, by which $18,750,000 exceeds the actual Capital Expenditures made during such period;

provided, however, that no amount will be so deducted if such amount has already been deducted from the VL Group's EBITDA;

1.1.54    "Existing Credit Agreement" means the $800,000,000 credit agreement, dated as of December 11, 1997, among the Borrower, CF Cable TV Inc., Vidéotron.Net Ltée and the lenders named therein, as amended prior to the Closing Date;

1.1.55    "Event of Default" means one or more of the events described in Section 14.1;

1.1.56    "Facility" means either of the Revolving Facility and Term Facility C, and "Facilities" means and includes, depending on the context, either or both of them;

1.1.57    "Facility Fee" has the meaning ascribed to it in subsection 5.11.1;

1.1.58    "Fees" means the fees payable to the Agent and to the Lenders in accordance with the provisions of Section 5.11;

1.1.59    "First Currency" has the meaning ascribed to it pursuant to Section 15.1;

1.1.60    "Foreign Lenders" has the meaning ascribed to it in Section 17.15;

1.1.61    "Generally Accepted Accounting Principles" or "GAAP" means the generally accepted accounting principles acknowledged by the Canadian Institute of Chartered Accountants and published in the Canadian Institute of Chartered Accountants' Handbook;

1.1.62    "Guarantees" by any Person means all obligations (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing, or in effect guaranteeing, any Indebtedness, dividend or other obligation of any other Person (the "Primary Obligor") in any manner, whether directly or indirectly, including all obligations incurred through an agreement, contingent or otherwise, by such Person: (a) to purchase such Indebtedness or obligation or any property or assets constituting security therefor, (b) to advance or supply funds (i) for the purchase or payment of such Indebtedness or obligation, or (ii) to maintain working capital or other balance sheet condition or otherwise to advance or make available funds for the purchase or payment of such Indebtedness or obligation against loss, (c) to lease property or to purchase securities or other property or services primarily for the purpose of assuring the owner of such Indebtedness or obligation, or (d) otherwise to assure the owner of the Indebtedness or obligation of the Primary Obligor against loss in respect thereof. For the purposes of all computations made under this Agreement, a Guarantee in respect of any Indebtedness for borrowed money, and a Guarantee in respect of any other obligation or liability or any dividend, shall be deemed to be Indebtedness equal to the maximum aggregate amount of such obligation, liability or dividend, unless the Guarantee is limited in amount, in which case such limit shall be used for such computation;

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1.1.63    "Guarantors" means, (a) prior to the Phase II Date, Vidéotron (1998) ltée, Le SuperClub Vidéotron ltée and 9096-5807 Quebec Inc. (successor to the business of Vidéotron TVN Inc.) (collectively the "Initial VL Group Guarantors"), as well as GVL and Quebecor Media Inc., and (b) following the Phase II Date, (i) Quebecor Media Inc. but only as specified in Section 10.5, (ii) GVL, if not amalgamated with or wound up into Quebecor Media Inc. or another wholly-owned Subsidiary of Quebecor Media Inc. at such time, (iii) the Initial VL Group Guarantors, and (iv) all of the wholly-owned Subsidiaries of the Borrower and of the Initial VL Group Guarantors, excluding Consortium Câble-Axion Digitel Inc. and its Subsidiaries, and including, (a) after the CF Cable Notes have been paid or as permitted thereunder, CF Cable TV Inc. and its Subsidiaries, and (b) all Subsidiaries of the Initial VL Group Guarantors created or acquired after the Closing Date. A list of the Guarantors as of June 29, 2001 is provided in Schedule "L" hereto, and as of the Sixth Amendment Closing Date is provided in Schedule "M" hereto;

1.1.64    "GVL" means Le Groupe Vidéotron ltée;

1.1.65    "HYD Offering" means the Offering by the Borrower of approximately US$335,000,000 in senior unsecured notes due January 15, 2014 which shall have occurred on the Sixth Amendment Closing Date, the terms and conditions of which Offering will be satisfactory to the Lenders;

1.1.66    "Initial VL Group Guarantors" has the meaning ascribed to it in the definition of "Guarantors";

1.1.67    "Indebtedness" of any Person means (without duplication) all obligations of such Person which in accordance with GAAP should be classified upon a balance sheet of such Person as liabilities of such Person, and in any event includes all Debt of such Person;

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1.1.68    "Inter-Creditor Agreement" means that certain Inter-Creditor Agreement dated as of June 29, 2001 executed by the Agent on behalf of the Lenders, The Chase Manhattan Bank, as trustee, CF Cable TV Inc. and others in relation to the rights of various creditors of CF Cable TV Inc. and its Subsidiaries, as same may be amended or replaced from time to time;

1.1.69    "Interest Coverage Ratio" means, for any period, the ratio of EBITDA to Interest Expense in respect of the VL Group for such period;

1.1.70    "Interest Expense" for any period means all interest and all amortization of debt discount and expense (excluding fees and expenses relating to the Transaction and the financing thereofor to the HYD Offering, the Additional Offering or to any other future financing) on any particular Indebtedness for which such calculations are being made in respect of the VL Group, excluding interest on the Back-to-Back Debt to the extent offset by an equal amount of dividends on the Back-to-Back Preferred Shares, as well as any interest not paid in cash or other assets of the Borrower on the QMI Subordinated Debt, calculated on a Consolidated basis, including the interest component of Capital Leases, and discounts and fees payable in respect of bankers' acceptances or accounts receivable sold in connection with any asset securitization program approved by the Lenders;

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

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

1.1.73    "Laws" or "Law" means all applicable provisions of all laws, ordinances, decrees, orders, rules, regulations and directives of governmental bodies, and all applicable provisions of treaties, as well as all rulings, orders and other decrees of tribunals and arbitrators;

1.1.74    "Lender" or "Lenders" means the Revolving Facility Lenders and the Term Facility C Lenders listed in Schedule "A", together with any Assignee(s), or, as the context permits, any of them alone. When used in connection with "Derivative Instruments", the term "Lender" shall include any Affiliate of a Lender. When used in connection with the Security, the term "Lender" shall include any counterparty to a Derivative Instrument, provided that the counterparty was a Lender or an Affiliate of a Lender at the time any such Derivative Instrument was entered into;

15

1.1.75    "Leverage Ratio" means, as of any date of determination, the ratio of Debt (excluding the QMI Subordinated Debt) as of such date to EBITDA for the preceding four quarters ending on such date;

1.1.76    "LIBOR" means, with respect to any Designated Period of 1, 2, 3 or 6 months relating to a Libor Advance, the average rate for deposits in Cdn. $ for Foreign Lenders under the Revolving Facility and Term Facility C (except in the circumstances described in Section 4.11, in which case the applicable rate will be for US$ deposits) for a period comparable to the Designated Period which, if in US $, is quoted on Libor01 Page of Reuters, and if in Cdn. $, is quoted on Libor02 Page of Reuters or, in case of the unavailability of either such page, which is quoted on the British Bankers Association Libor Rates Telerate (page 3750 for US $ or 3740 for Cdn. $, or other applicable page), in either case at or about 11:00 a.m. (London, England time), determined two Banking Days prior to the date on which a Libor Advance is to be made in accordance with Section 5.6; if neither of such quotes is available, then LIBOR shall be determined by the Agent as the average of the rate at which deposits in US$ or Cdn. $, as the case may be, for a period similar to the Designated Period and in amounts comparable to the amount of such Libor Advance are offered by the Libor Reference Lenders to prime banks in the London inter-bank market at or about 11:00 a.m. London, England time on the date of such determination;

1.1.77    "Libor Advance" means, at any time, any Cdn. $ Advances made by Foreign Lenders, or, in the circumstances described in Section 4.11, US$ Advances made by Foreign Lenders;

1.1.78    "Libor Basis" means the basis of calculation of interest on Libor Advances, or any part thereof, made in accordance with the provisions of Sections 5.3 and 5.4;

1.1.79    "Libor Reference Lenders" means any two Lender(s) appointed by the Agent with the consent of such Lenders and the Borrower, acting reasonably;

1.1.80    "Licences" means all licences, permits and authorizations issued to the VL Group by the CRTC pursuant to the Broadcasting Act (Canada) and the orders, rules, regulations and directions promulgated pursuant to such Act;

1.1.81    "Loan" means, at any time, the aggregate of the Advances outstanding in accordance with the provisions hereof, including the face amount of any Bankers' Acceptances issued in accordance with the provisions hereof, together with all unpaid interest thereon and any other amount in principal, interest and accessory costs payable to the Agent or the Lenders by the Borrower pursuant hereto, including, for greater certainty, amounts contemplated by Section 5.7;

16

1.1.82    "Majority Lenders" means Lenders having at least 51% of the Commitments;

1.1.83    "Mandatory Repayment" means the repayment of all or any part of the Loan which the Borrower is obliged to effect in accordance with Section 8.2;

1.1.84    "Margin" means, for Prime Rate Advances, Stamping Fees and Facility Fees, as well as Libor Advances by Foreign Lenders, under the Revolving Facility and Term Facility C, the following annual percentages depending on the VL Group's then-applicable Leverage Ratio, determined at the times and in the manner set out below the table:

Leverage Ratio	Facility Fees	Prime Rate plus	Stamping Fees or Cdn.$ Libor plus
>4.50:1, £ 5.00:1	.50%	.50%	1.50%
>4.00:1, £ 4.50:1	.50%	.25%	1.25%
£4.00:1	.375%	.125%	1.125%

Each change resulting from a change in the Leverage Ratio shall be effective with respect to all outstanding Loans retroactively from the first day of each fiscal quarter of the Borrower, and shall be based on the VL Group's financial statements and Compliance Certificates required by subsections 12.15.1 and 12.15.2, as applicable, and the Leverage Ratio derived from such financial statements. Thus, the financial statements and Compliance Certificates which shall be delivered 60 days after quarter-end and 60 days after year-end (based on unaudited results and subject to readjustment upon delivery of a second Compliance Certificate in accordance with the provisions of subsection 12.15.2 (b)) will be used to calculate the Leverage Ratio applicable from the first day of the quarter in which such financial statements and Compliance Certificates were to be delivered. For example, the financial statements and Compliance Certificates to be delivered in respect of the quarter ending May 31 of any year of the Term shall be delivered by July 30 of that year, and shall be used to calculate the Leverage Ratio for the period from June 1 of that year to August 31 of that year. If, as a result of an increase in the Leverage Ratio, the Margin has increased, the Agent will advise the Borrower and the Lenders and the Borrower will pay all additional amounts that may be due to the Lenders within 2 Business Days of being advised of the amount due. If, as a result of a reduction in the Leverage Ratio, the Margin has been reduced, the Agent shall advise the Borrower and the Lenders and the amounts owed to the Borrower (a) will be deducted from the Stamping Fees otherwise payable in the case of a BA Advance, on the next Rollover Date of the relevant BA Advance or (b) in the case of Prime Rate Advances, will be deducted from the interest otherwise payable by the Borrower on the next interest payment date contemplated by Section 5.2, and (c) if no interest or Stamping Fees are payable during that period, the Lenders shall remit the necessary amounts to the Agent for payment to the Borrower;

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1.1.85    "Material Adverse Change" means a material adverse change in (i) the business, assets, liabilities, financial position, operating results or business prospects of the VL Group, taken as a whole, or (ii) in the ability of the Borrower and the Guarantors to perform any of their obligations hereunder or under the Security Documents, or (iii) the validity or enforceability of this Agreement or the Security Documents or of the rights and remedies of the Agent or the Lenders hereunder or under the Security Documents;

1.1.86    "Negative Value of Derivative Instruments" means the aggregate amount that would be payable to all Persons by the Borrower on the date of determination pursuant to Section 6(e)(ii)(2)(A) of each ISDA Master Agreement between the Borrower and such Persons as if all Derivative Instruments under such ISDA Master Agreements were being terminated on that day; provided that, with respect to the Derivative Instruments between each Lender and the Borrower, each Lender will determine Market Quotation (as such term is defined in the ISDA Master Agreement) using its estimates at mid-market of the amounts that would be paid for Replacement Transactions (as such term is defined in the ISDA Master Agreement);

1.1.87    "Net Proceeds" means, for the purposes of Section 8.2, 13.3, 13.4 and 13.11:

1.1.87.1

the gross amount of proceeds payable to any member of the VL Group in cash or Cash Equivalents arising from the sale, lease, transfer, assignment or other disposition or alienation of any of the property (including shares, capital stock and ownership interests) of any member of the VL Group (an "Asset Disposition"), less amounts payable to discharge or radiate Permitted Charges on the assets being disposed of, and less the amount of taxes arising from each such Asset Disposition and which cannot be offset against losses, depreciation or otherwise such that same must actually be paid in cash; and

1.1.87.2

the gross amount of proceeds payable to any member of the VL Group in cash or Cash Equivalents from any public or private offering of equity securities or Debt permitted hereunder of any member of the VL Group (herein called an "Offering");

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in each case, minus reasonable out-of-pocket costs, fees and expenses incurred in connection with such Asset Disposition or Offering, including commissions but excluding any amounts paid to Affiliates;

1.1.88    "Notice of Borrowing" means a notice substantially in the form of Schedule "B" transmitted to the Agent by the Borrower in accordance with the provisions of Sections 4.1 or 4.2, or of subsection 6.1.1;

1.1.89    "Offering" has the meaning ascribed to it in the definition of "Net Proceeds";

1.1.90    "Permitted Charges" means the Charges created by the Security Documents and, with respect to any Person:

1.1.90.1 any Charge created by law that is assumed in the ordinary course of business and in order to exercise same, which, in the case of construction Charges in favour of contractors, sub-contractors, workmen, suppliers of materials, engineers and architects, has not at such date been registered in accordance with applicable Laws against such Person, which relates to obligations which are not yet due or delinquent, which is not related to any loan of money or obtention of credit and which, in the aggregate, do not affect in a material way the use, the income or the benefits flowing from the property so charged in the conduct of the business of such Person; any Charge resulting from judgments or decisions which such Person has, at such date, appealed or in respect of which it has sought revision and obtained a suspension of execution pending the appeal or the revision; any Charge for taxes, assessments or governmental claims or other impositions not yet due or matured or in respect of which the validity at such date has been contested in good faith by such Person before a competent tribunal or other governmental body in accordance with the provisions of Section 12.7; or which relates to a deposit of monies or securities in the ordinary course of business with respect to any Charge referred to in this paragraph, or to secure workmen's compensation, surety or appeal bonds or security for costs of litigation; or any Charge in favour of a landlord on movable or personal property to secure the payment of rent and other amounts owing under leases for immovable or real property, provided the Charge is limited to property situated on the leased premises;

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1.1.90.2	any right of a municipality, governmental body or other public authority pursuant to any lease, license, franchise, grant or permit obtained by such Person, or any right resulting from a legislative provision, to terminate such lease, license, franchise, grant or permit, or requiring an annual or periodic payment as a condition of its extension;
1.1.90.3	Charges in favour of a public body, or to a municipal or governmental authority or public utility, or which may be imposed by one or the other, when required by such body or authority with respect to the operations of such Person or in the ordinary course of its business;
1.1.90.4	Charges granted in favour of municipal authorities or public utilities on immovables acquired from time to time by such Person which do not adversely affect the value or marketability of such Person 's immovable property in any material respect;
1.1.90.5	title defects, homologated lines, zoning and building by-laws, ordinances, regulations and other governmental restrictions on the use of property, or servitudes, easements or other similar encumbrances, provided that none of the foregoing adversely affect the value or marketability of such Person's immovable property in any material respect;
1.1.90.6	Charges to secure the payment of the purchase price incurred in connection with the acquisition after the Closing Date of assets to be used in carrying on the Core Business, including Charges existing on such assets at the time of the acquisition thereof or at the time of the acquisition by a member of the VL Group of any business entity then owning such assets, whether or not such existing Charges were given to secure the payment of the purchase price of the assets to which they attach, provided that such Charges are limited to the assets purchased and that the amount guaranteed by such Charges does not exceed 100% of the acquisition price of the assets so acquired, and, in the aggregate, $10,000,000 outstanding at any time;
1.1.90.7	Charges on the shares of the Borrower and the Initial VL Group Guarantors in favour of the lenders under the Quebecor Media Credit Facility, which shall be a second-ranking Charge until the Phase II Date, and which thereafter will rank ahead of the Charges on such shares in favour of the Lenders until all amounts owed under the Quebecor Media Credit Facility have been paid in full and the said credit facility cancelled;

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1.1.90.8
Charges disclosed in Schedule "H", including any extension, renewal or refinancing thereof provided the amount secured by such Charge does not exceed the amount so secured immediately prior to such extension, renewal or refinancing thereof, and provided that the property subject to such Charge is not extended;

1.1.91    "Person" means a legal person, a natural person, a joint venture, a partnership, a trust, an entity without juridical personality, a government or any ministry, organization or intermediary of such government;

1.1.92    "Phase II Date" means the date on which all of the conditions precedent to an Advance under the previously existing Term Facility A-2 and Term Facility B were met and the initial Advance under the said Term Facility A-2 was made, such that the Quebecor Media Guarantee may be released by the Agent on behalf of the Lenders three months and one day later, in accordance with the provisions of Section 10.5 hereof;

1.1.93    "Prime Rate" means, on any day, the reference rate of interest, expressed as an annual rate, publicly announced or posted from time to time by Royal Bank of Canada as being its reference rate then in effect for determining interest rates on demand commercial loans granted in Canada in Canadian Dollars to its clients (whether or not any such loans are actually made); provided that in the event that the Prime Rate is, at any time, less than the average one month Bankers' Acceptance rate quoted on Reuters Service, page CDOR, as at approximately 10:00 a.m. on such day plus 1% (the "BA Rate"), "Prime Rate" shall be equal to the BA Rate;

1.1.94    "Prime Rate Advance" means, at any time, the portion of the Advances in Canadian Dollars with respect to which the Borrower has chosen, or, in accordance with the provisions hereof, is obliged, to pay interest on the Prime Rate Basis;

1.1.95    "Prime Rate Basis" means the basis of calculation of interest on the Prime Rate Advances, or any part thereof, made in accordance with the provisions of Sections 5.1 and 5.2;

1.1.96    "QMI Subordinated Debt" has the meaning ascribed to it in Section 13.8;

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1.1.97    "Quebecor Media Guarantee" has the meaning ascribed to it in subsection 9.1.1;

1.1.98    "Quebecor Media Credit Facility" means the credit facility in the amount of $2,090,000,000 established pursuant to the credit agreement entered into on October 23, 2000 by Quebecor Media Inc. as borrower, Quebecor Communications Inc., GVL, Quebecor New Media Inc., Canoe: Canadian Online Explorer Inc., Quebecor New Media Limited Partnership, 9076-1883 Quebec Inc., 9076-1859 Quebec Inc. and 3588386 Canada Inc. as guarantors, the financial institutions named therein as lenders, RBC Dominion Securities Inc. as lead arranger and bookrunner, Bank of America Canada, BMO Nesbitt Burns Inc. and The Toronto-Dominion Bank as co-arrangers and Royal Bank of Canada as administrative agent, as amended, supplemented or restated from time to time, or as replaced from time to time by another credit facility in an amount not exceeding Cdn. $1,905,000,000 minus the proceeds of any high-yield debt securities issued by Quebecor Media Inc. on or before October 22, 2002;

1.1.99    "Regulatory Approval" means the obtention of all material approvals of all governmental bodies having jurisdiction which are required to be obtained in connection with the Transaction including, without limitation, the approval of the CRTC and all other approvals set forth in the New Offers to Purchase for Cash referred to in the definition "Transaction";

1.1.100    "Revolving Facility" means the portion of the Credit available pursuant to Section 2.1.1;

1.1.101    "Revolving Facility Lender" means a Lender having a Commitment under the Revolving Facility;

1.1.102    "Rollover Date" means, with respect to a Libor Advance or a BA Advance, the date of any such Advance, or the first day of any Designated Period;

1.1.103    "Second Currency" has the meaning ascribed to it pursuant to Section 15.1;

1.1.104    "Security Documents" means all of the security documents described in Article 9, and "Security" means the security created thereby;

1.1.105    "Selected Amount" means    

1.1.105.1
with respect to a BA Advance, the amount of the Advances in Canadian Dollars which the Borrower has asked to obtain by the issuance of Bankers' Acceptances in accordance with Section 6.1, and

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1.1.105.2
with respect to a Libor Advance, the amount in respect of which the Borrower is deemed to have asked, in accordance with Section 4.2, that the interest payable thereon be calculated on the Libor Basis;

1.1.106    "Senior Secured Debt Coverage Ratio" means, for any period, the ratio of (a) the Consolidated Debt of the VL Group owing under (i) this Credit Agreement, plus (ii) the CF Cable Notes, plus (iii) the Negative Value of Derivative Instruments entered into with a Lender, plus (iv) any other Debt supported by a Charge to secure its repayment, to (b) EBITDA;

1.1.107    "Share Pledge" has the meaning ascribed to it in subsection 9.2.3;    

1.1.108    "Sixth Amendment Closing Date" means October 8, 2003;    

1.1.109    "Stamping Fees" means, with respect to BA Advances, the fee calculated by (a) multiplying the percentage referred to in the definition of "Margin" by the face amount of the Bankers' Acceptances being issued and stamped in connection with the BA Advance being made, (b) dividing the product so obtained by 365 or, in a leap year, 366, and (c) multiplying the result so obtained by the number of days in the relevant Designated Period;

1.1.110    "Subordinated Debt" means, in respect of any Person, unsecured Debt of such Person that has no required redemption provisions and matures at least 6 months after the expiry of the Term hereof and that has been subordinated in right of payment to the obligations of the VL Group hereunder and under the Security Documents in form and substance acceptable to the Lenders and their counsel;

1.1.111    "Subsidiary" means any Person in respect of which the majority of the issued and outstanding capital stock (including securities convertible into voting shares and options to purchase voting shares) granting a right to vote in all circumstances is at the relevant time owned by a member of the VL Group or one or more of its Subsidiaries or by a member of the VL Group and one or more of its Subsidiaries, and includes a limited partnership that would be an Affiliate;

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

1.1.113    "Tax Benefit Transaction" means, for so long as the Borrower is a direct or indirect Subsidiary of Quebecor Inc. ("Quebecor"), any transaction between a member of the VL Group and Quebecor or any of its Affiliates, the primary purpose of which is to create tax benefits for any member of the VL Group or for Quebecor or any of its Affiliates; provided, however, that (1) the member of the VL Group involved in the transaction obtains a favorable tax ruling from a competent tax authority or a favorable tax opinion from a nationally recognized Canadian law or accounting firm having a tax practice of national standing as to the tax efficiency of the transaction for such member of the VL Group; (2) the Borrower delivers to the Agent (a) a resolution of the board of directors of the Borrower to the effect the transaction will not prejudice the Lenders and certifying that such transaction has been approved by a majority of the disinterested members of such board of directors and (b) an opinion as to the fairness to such member of the VL Group of such transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing in the United States or Canada, except in respect of any Tax Benefit Transaction in an amount of less than $1,000,000 each, provided that the aggregate of all Tax Benefit Transactions for amounts of less than $1,000,000 does not exceed $10,000,000 in the aggregate in any 12 month period; (3) such transaction is set forth in writing; (4) such transaction either (a) causes all of the Security creating a Charge on any transferred assets to remain in full force and effect, or (b) provides for the replacement of such assets by different assets of a value, nature and kind acceptable to each of the Lenders, and which shall in any event be subject to the Security (and the assets so transferred that were previously Charged shall be released); and (5) the Consolidated EBITDA of the VL Group is not reduced after giving pro forma effect to the transaction as if the same had occurred at the beginning of the most recently ended four fiscal quarter period of the VL Group for which internal financial statements are available; provided, however, that if such transaction shall thereafter cease to satisfy the preceding requirements as a Tax Benefit Transaction, it shall thereafter cease to be a Tax Benefit Transaction for purposes of this Agreement and shall be deemed to have been effected as of such date and, if the transaction is not otherwise permitted by this Agreement as of such date, the Borrower will be in Default hereunder if such transaction does not comply with the preceding requirements or is not otherwise unwound within 30 days of that date;

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1.1.114    "Term" means the period commencing on the Closing Date and terminating, with respect to each of the Revolving Facility and Term Facility C, on October 8, 2008;

1.1.115    "Term Facility A-1" means the portion of the Credit previously available under this Credit Agreement, which will be repaid in full out of the HYD Offering and out of Advances to be made under Term Facility C;

1.1.116    "Term Facility B" means the portion of the Credit previously available under this Credit Agreement which will have been repaid in full by the Borrower concurrently with any Advances hereunder on and after the Sixth Amendment Closing Date;

1.1.117    "Term Facility C" means the portion of the Credit available pursuant to Section 2.1.2;

1.1.118    Term Facility C Lender" means a Lender having a Commitment under Term Facility C;

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1.1.119    "Transaction" means the acquisition by Quebecor Media Inc. of all of the issued and outstanding multiple voting shares and subordinate voting shares (including subordinate voting shares issuable upon the exercise of options) of GVL as well as the investments in Quebecor Media Inc. to be made by Capital Communications CDPQ Inc. and Quebecor Inc. and the transfer of assets to Quebecor Media Inc. to be made by Quebecor Inc. as described in the document entitled "New Offers to Purchase for Cash" dated September 27, 2000 made by Quebecor Media Inc. with respect to the shares of GVL;

1.1.120    "Transfer Agreement" means a form of transfer agreement substantially in the form annexed hereto as Schedule "C";

1.1.121    "US Dollars" or "US $" means the lawful currency of the United States of America in same day immediately available funds or, if such funds are not available, the currency of the United States of America which is ordinarily used in the settlement of international banking operations on the day on which any payment or any calculation must be made pursuant to this Agreement;

1.1.122    "VL Group" means the Borrower, the Guarantors (other than Quebecor Media Inc. and GVL) and their respective Subsidiaries, and a reference to a "member of the VL Group" means any of them; provided, however, that for the purposes of all Back-to-Back Transactions alone, until the CF Cable Notes have been repaid in full, CF Cable TV Inc. and its Subsidiaries shall not be considered to be part of the VL Group in the context of any Back-to-Back Transaction with another member of the VL Group. However, CF Cable TV Inc. and its Subsidiaries shall be considered members of the VL Group in the context of a Back-to-Back Transaction with an Affiliate of the Borrower that is not a member of the VL Group. A list of the members of the VL Group as of the Sixth Amendment Closing Date is provided in Schedule "M" hereto.

1.2    Interpretation

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

1.3    Currency

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

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1.4    Generally Accepted Accounting Principles

Unless the Lenders shall otherwise expressly agree or unless otherwise expressly provided herein (for example, in connection with the definition of "Consolidated"), all of the terms of this Agreement which are defined under the rules constituting Generally Accepted Accounting Principles shall be interpreted, and all financial statements and reports to be prepared hereunder shall be prepared, in accordance with Generally Accepted Accounting Principles in effect, with respect to the financial ratios, as of the Sixth Amendment Closing Date.

1.5    Division and Titles

The division of this Agreement into Articles, Sections and subsections and the insertion of titles are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.

2.    THE CREDIT

2.1    The Facilities

Subject to the provisions hereof, and in particular, to the provisions of Article 3, each Lender agrees to make available to the Borrower, individually and not jointly and severally or solidarily, its Commitment in the Credit, which Credit consists of the following:

2.1.1    under the Revolving Facility, a maximum amount equal to $100,000,000 minus the maximum amount that can be borrowed under the Cash Management Facilities, which form part of the Revolving Facility;

        2.1.2    under Term Facility C, a maximum amount of $368,130,000;
for a total of up to $468,130,000.

2.2    The Revolving Facility

All Advances under the Revolving Facility shall be in Canadian Dollars alone and may be repaid and re-borrowed by the Borrower at all times during the Term.

2.3    Term Facility C

All Advances under Term Facility C shall be in Canadian Dollars alone, except in the circumstances set out in Section 4.11 with respect to Foreign Lenders. The Term Facility C Initial Advance (as defined in the definition of "Disbursement Period") shall be in an amount sufficient to repay all amounts owing (after taking into account any amount required to be added thereto by the Borrower as a voluntary repayment) under Term Facility A-1. Any portion of the Advances available to the Borrower under Term Facility C that is not borrowed as indicated above or that is repaid shall not again be available for borrowing, although Prime Rate Advances may be converted to BA Advances and vice versa, BA Advances may be rolled over into new BA Advances and Cdn. $ Libor Advances by Foreign Lenders may be rolled over into new Cdn. $ Libor Advances.

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3.    PURPOSE

3.1    Purpose of the Advances

All Advances made by the Lenders to the Borrower in accordance with the provisions hereof from and after the Sixth Amendment Closing Date shall be used by the Borrower exclusively as follows:

3.1.1

Under the Revolving Facility, exclusively for working capital purposes and Capital Expenditures of the VL Group and, for greater certainty, may not be used to provide any funds to Quebecor Media Inc. to be used to refinance its Debt nor to refinance any existing Debt of the VL Group, except for Additional Distributions (provided that no Advance for such purpose shall be made if the amount of the Credit available under the Revolving Facility, after disbursing such Advance, would be less than $25,000,000);

3.1.2

Under Term Facility C, to refinance the Debt of the Borrower and its Subsidiaries under Term Facility A-1.

4.    ADVANCES, CONVERSIONS AND OPERATION OF ACCOUNTS

4.1    Notice of Borrowing — Direct Advances

Subject to the applicable provisions of this Agreement, on any Business Day during the relevant Disbursement Period, the Borrower shall be entitled to request Advances under the Revolving Facility and under Term Facility C of the Credit, on one or more occasions, up to the maximum amount of the Credit, by way of Prime Rate Advances in minimum amounts of $1,000,000 and whole multiples thereof, provided that at least one (1) Business Day prior to the day on which any Prime Rate Advance is required (other than an Advance under the Cash Management Facilities, which shall be made in accordance with the provisions of the agreements pertaining thereto referred to in Section 4.3), the Borrower shall have provided to the Agent an irrevocable telephone notice at or before 10:00 A.M. on any Business Day, followed by the immediate delivery of a written Notice of Borrowing. Notices of Borrowing in respect of BA Advances shall be given in accordance with the provisions of Section 6.1.

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In the event that some of the Revolving Facility or the Term Facility C Lenders are Foreign Lenders who cannot make Prime Rate Advances or BA Advances, prior to giving a Notice of Borrowing to the Agent as provided above or in Section 6.1, the Borrower shall give notice to the Agent that it wishes the Foreign Lenders to make a Libor Advance, the whole in accordance with Section 4.2. In such event, the Advance to be made by all Lenders shall be made on the last day of the longest applicable notice period.

4.2    LIBOR Advances and Conversions

Subject to the applicable provisions of this Agreement, on any Business Day during the relevant Disbursement Period, upon an irrevocable telephone notice to the Agent given prior to 10:00 A.M., at least three Banking Days prior to the date of a proposed Libor Advance or a Rollover Date, followed by the immediate delivery of a written Notice of Borrowing, the Borrower may request that a Libor Advance be made by a Foreign Lender or that a Libor Advance by a Foreign Lender or any part thereof be converted into a new Libor Advance, in circumstances where the Foreign Lender cannot provide Bankers' Acceptances. The Agent shall determine the LIBOR which will be in effect on the date of the Advance or the Rollover Date, as the case may be (which in such case must be a Banking Day), with respect to the Selected Amount or to each of the Selected Amounts, as the case may be, having a maturity of 10 to 180 days (subject to availability) from the date of the Advance or the Rollover Date, as the case may be. However, if the Borrower has not delivered a notice to the Agent in a timely manner in accordance with the provisions of this Section 4.2, the Borrower shall be deemed to have chosen to have the interest on the amount of such Advance calculated on the Prime Rate Basis.

4.3    Cash Management Facilities

Subject to the terms and conditions of this Agreement, the Lender that provides the Cash Management Facilities (the "Cash Management Lender") shall make Advances to the Borrower in accordance with the terms and conditions of the agreements governing the Cash Management Facilities, the purpose of which shall be to provide the Borrower with a deemed Prime Rate Advance in connection with any negative balance in a consolidation account, and shall issue letters of credit subject to the Borrower executing the Cash Management Lender's standard documentation with respect thereto. The fee for each such letter of credit shall be equal to the then applicable Stamping Fee. The Borrower and each of the Lenders agrees that any amounts due to the Cash Management Lender under the Cash Management Facilities shall be deemed to form part of the Loan under the Revolving Facility and shall be secured by the Security. For greater certainty, only the net Loan under the Cash Management Facilities (including outstanding letters of credit) will be treated as Advances hereunder at the end of any particular day. The Cash Management Lender shall advise the Agent of any outstanding Advances upon the request of the Agent.

4.4    Operation of Accounts

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

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4.5    Apportionment of Advances

The amount of each Advance will be apportioned among the Lenders by the Agent by reference to the Commitment of each Lender, as such Commitment shall be immediately prior to the making of any Advance, subject to the provisions of Section 6.9 hereof with respect to BA Advances. If any amount is not in fact made available to the Agent by a Lender, the Agent shall be entitled to recover such amount (together with interest thereon at the rate determined by the Agent as being its cost of funds in the circumstances) on demand from such Lender or, if such Lender fails to reimburse the Agent for such amount on demand, from the Borrower.

4.6    Limitations on Advances

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

4.7    Notices Irrevocable

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

4.8    Market for Bankers' Acceptances and Libor Advances

If at any time or from time to time: (a) there no longer exists a market for Bankers' Acceptances or, (b) as a result of market conditions, (i) there exists no appropriate or reasonable method to establish LIBOR, for a Selected Amount or a Designated Period, or (ii) Canadian Dollar deposits are not available to the Foreign Lenders in such market in the ordinary course of business in amounts sufficient to permit them to make the Libor Advance, for a Selected Amount or a Designated Period, such Lenders shall so advise the Agent and, subject to the provisions of Section 4.11 hereof with regard to the Foreign Lenders, any such Lenders shall not be obliged to accept drafts of the Borrower presented to such Lenders pursuant to the provisions of this Agreement nor to honour any notices of borrowing in connection with any Libor Advances, and the Borrower's option to request BA Advances or Libor Advances, as the case may be, shall thereupon be suspended upon notice by the Agent to the Borrower.

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4.9    Suspension of BA Advance and Libor Advance Option

If a notice has been given by the Agent in accordance with Section 4.8 and except as provided in the next sentence of this Section, the BA Advance or the Libor Advance, or any part thereof, as the case may be, shall not be made (whether as an Advance, a conversion or an extension) by the Lenders and the right of the Borrower to choose that Advances be made or, once made, be converted or extended into the BA Advance or the Libor Advance, as the case may be, shall be suspended until such time as the Agent has determined that the circumstances having given rise to such suspension no longer exist, in respect of which determination the Agent shall advise the Borrower within a reasonable delay. If sufficient Canadian Dollar funds are not available to the Foreign Lenders, the Foreign Lenders shall be relieved from their obligation to make an Advance until such time as such funds become available in sufficient amounts, but they shall comply with the provisions of Section 4.11 hereof.

4.10    Limits on BA Advances and Libor Advances

Nothing in this Agreement shall be interpreted as authorizing the Borrower to issue Bankers' Acceptances or borrow by way of Libor Advances for a Designated Period expiring on a date which results in a situation where the Credit cannot be reduced as required by this Agreement, or on a date which is after the expiry of the Term.

4.11    Specific Clause with Regard to Foreign Lenders

In the event of a suspension of the Borrower's right to request Advances (including conversions and extensions) from one or more Foreign Lenders under Sections 4.8 and 4.9 hereof (each an "Affected Lender"), each Affected Lender shall, concurrently with the notice described in Section 4.8, seek alternative sources of funding Cdn. $ Advances and, if sufficient funds are obtained, shall notify the Borrower as to when such funds will be available for Advances. On the date indicated in such notice, the Affected Lender shall be deemed to have made an Advance with interest payable on the Prime Rate Basis.

If within 5 Business Days following the notice described in Section 4.8, there remain one or more Affected Lenders who have not been deemed to have made an Advance on the Prime Rate Basis under the preceding paragraph, such Lender (an "Incapable Lender") shall provide an additional notice to the Agent and the Borrower of such fact and the following provisions shall apply:

4.11.1	The Incapable Lender shall make US$ Advances on the Libor Basis, and the parties will negotiate such amendments hereto as may be required to give full effect to such intention, it being understood that the Borrower alone will bear all foreign exchange risks; and
4.11.2	Sections 4.8 and 4.9 hereof shall apply without reference to this Section 4.11 and, upon the expiration of the Designated Period of any existing Libor Advance, the provisions of Section 5.8 hereof shall apply to such Libor Advances.

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5.    INTEREST AND FEES

5.1    Interest on the Prime Rate Basis

The principal amount of the Loan which at any time and from time to time remains outstanding and in respect of which the Borrower has chosen (subject to the provisions of Section 4.1 with regard to Cdn. $ Libor Advances by Foreign Lenders) or, in accordance with the provisions hereof, is obliged to pay interest on the Prime Rate Basis, shall bear interest, calculated daily, on the daily balance of such Loan, from the date of each Advance up to and including the day preceding the date of repayment thereof in full at the annual rate (calculated based on a 365 or 366 day year, as the case may be) applicable to each of such days which corresponds to the Prime Rate at the close of business on each of such days, plus the Margin.

5.2    Payment of Interest on the Prime Rate Basis

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

5.3    Interest on the Libor Basis

The principal amount of the Libor Advances which at any time and from time to time remains outstanding shall bear interest, calculated daily, on the daily balance of such Libor Advances, from each Rollover Date, at the annual rate (calculated based on a 360-day year) applicable to each of such days which corresponds to the LIBOR applicable to each Selected Amount, plus the Margin, and shall be effective as and from each Rollover Date up to and including the date prior to the next Rollover Date.

5.4    Payment of Interest on the Libor Basis

The interest payable in accordance with the provisions of Section 5.3 and calculated in the manner hereinabove set out on the amount outstanding from time to time is payable to the Agent, in arrears,

5.4.1	on the last day of the Designated Period when the Designated Period is 1 to 3 months,
5.4.2	when the Designated Period exceeds 3 months, on the last Business Day of each period of 3 months during such Designated Period and on the last day of the Designated Period.

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5.5    Limits to the Determination of LIBOR

Nothing herein contained shall be interpreted as authorizing the Borrower, with respect to the determination of LIBOR, to choose a Selected Amount with respect to each Designated Period of less than Cdn. $1,000,000 or a greater amount other than in whole multiples of Cdn. $1,000,000.

5.6    Fixing of LIBOR

LIBOR shall be transmitted to the Borrower at approximately 11:00 A.M., two Banking Days prior to:

5.6.1	the date on which the Libor Advance is to be made; or
5.6.2	the relevant Rollover Date.

5.7    Hedging

The Borrower shall enter into agreements with one or more Lenders providing for:

5.7.1

Within 30 Business Days following the Sixth Amendment Closing Date, interest rate protection to the Borrower to ensure that not less than 30% of the aggregate amount of the Consolidated Debt of the VL Group (other than the QMI Subordinated Debt) is fixed rate Debt, by way of Derivative Instruments in form and substance acceptable to the Agent, with an amortization schedule coincidental with the amortization of the Loan. Such Derivative Instruments shall provide a fixed rate of interest to the Borrower for a period of at least 3 years from the date they are entered into. The Borrower shall ensure that on the anniversary date of the date referred to above, and on each subsequent anniversary of that date, it shall have contracted such new Derivative Instruments as may be necessary to ensure that on each of such anniversary dates, it has obtained a fixed rate of interest on not less than 30% of its Consolidated Debt, which will remain in effect until the earlier of 3 years from such date or the expiry of the Term; and

5.7.2

At all times during the Term, foreign exchange protection to the Borrower with respect to 50% of the Debt under the HYD Offering (and the Additional Offering if in US$), by way of Derivative Instruments acceptable to the Agent, with an amortization schedule coincidental with the amortization of the Debt under the HYD Offering and covering the full term of the HYD Offering (and the Additional Offering if in US$).

The Borrower shall be entitled to swap fixed rate borrowings to floating rate borrowings provided that the foregoing hedging requirements are complied with. The Borrower agrees that any amounts due to the Agent or the Lenders under any Derivative Instruments of the nature described in this Section 5.7 shall be deemed to form part of the Loan and shall be secured by the Security.

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5.8    Interest on the Loan

Where no specific provision with respect to interest on an outstanding portion of the Loan is contained in this Agreement, including with respect to Cdn. $ Libor Advances by Foreign Lenders which cannot be rolled over due to the provisions of Sections 4.10 and 4.11, the interest on such portion of the Loan shall be calculated and payable on the Prime Rate Basis.

5.9    Arrears of Interest

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

5.10    Maximum Interest Rate

The amount of the interest or fees exigible in applying this agreement shall not exceed the maximum rate permitted by Law. Where the amount of such interest or such fees is greater than such maximum rate, the amount shall be reduced to the highest rate which may be recovered in accordance with the applicable provisions of Law.

5.11    Fees

The Borrower shall pay the following fees (the "Fees") to the Agent:

5.11.1

for the Revolving Facility Lenders and the Term Facility C Lenders, a facility fee (the "Facility Fee") calculated daily by multiplying the amount of the Credit under the applicable Facility (including for the Revolving Facility the Credit under the Cash Management Facilities) each day by the applicable rate set out in the definition of "Margin", and dividing the result by 365 (or 366 in a leap year), and then multiplying that result by the number of days in the relevant quarter, payable quarterly in arrears two Business Days following the last day of each calendar quarter, commencing in respect of the quarter ending on December 31, 2003, or on such other date as the Lenders may determine, acting reasonably;

5.11.2

for the Lenders / Co-Arrangers, a fee in the amount and payable in accordance with the provisions of the letter agreement dated August 9, 2000, entered into between inter alia, Quebecor Media Inc. and the Agent, and consented to by the Borrower, and payable in accordance therewith; and

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5.11.3
for the Agent, an annual agency fee in the amount and payable in accordance with the provisions of a letter agreement dated as of August 9, 2000, entered into between inter alia, Quebecor Media Inc. and the Agent, and consented to by the Borrower.

5.12    Interest Act

5.12.1

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

5.12.2

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

6.    BANKERS' ACCEPTANCES

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

6.1.1

Subject to the applicable provisions of this Agreement, including those of the second paragraph of Section 4.1 with regard to Notices of Borrowing for Libor Advances by Foreign Lenders, on any Business Day during the relevant Disbursement Period, by written Notice of Borrowing to the Agent given at least two (2) Business Days prior to the date of the Advance or the Rollover Date (for the purposes of this Article 6 called the "Acceptance Date") and before 10:00 A.M., the Borrower may request that a BA Advance be made, that one or more Advances (other than Cdn. $ Libor Advances by Foreign Lenders) not borrowed as BA Advances be converted into one or more BA Advances or that a BA Advance or any part thereof be extended, as the case may be (the "BA Request"). Bankers' Acceptances shall be issued on each Acceptance Date or Rollover Date, in a minimum Selected Amount, with respect to each Designated Period, of $5,000,000 or such greater amount which is an integral multiple of $1,000,000, shall have a Designated Period of 10 to 180 days (or such other period as may be available and acceptable to the Agent), subject to availability, and shall, in no event, mature on a date after the expiry of the applicable Term.

6.1.2

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

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(a)

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



(b)

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

completed and executed by its authorized signatories in sufficient quantity for the Advance requested and in appropriate denominations to facilitate the sale of the Bankers' Acceptances in the financial markets. No Lender shall be responsible or liable for its failure to accept a Bankers' Acceptance hereunder if such failure is due, in whole or in part, to the failure of the Borrower to give appropriate instructions to the Agent on a timely basis, nor shall the Agent or any Lender be liable for any damage, loss or other claim arising by reason of any loss or improper use of any such instrument except a loss or improper use arising by reason of the gross negligence or wilful misconduct of the Agent, such Lender, or their respective employees. In order to facilitate issuances of Bankers' Acceptances pursuant hereto, in accordance with the instructions given from time to time by the Borrower, the Borrower hereby authorizes each Lender, and for this purpose appoints each Lender its lawful attorney, to complete and sign Bankers' Acceptances on behalf of the Borrower, in handwritten or facsimile or mechanical signature or otherwise, and once so completed, signed and endorsed, and following acceptance of them as Bankers' Acceptances, to purchase, discount or negotiate such Bankers' Acceptances in accordance with the provisions of this Article 6, and to provide the Available Proceeds (as defined in subsection 6.2.3 (d)) to the Agent in accordance with the provisions hereof. Drafts so completed, signed, endorsed and negotiated on behalf of the Borrower by any Lender shall bind the Borrower as fully and effectively as if so performed by an authorized officer of the Borrower. Each Lender shall maintain a record with respect to such instruments (i) received by it hereunder, (ii) voided by it for any reason, (iii) accepted by it hereunder and (iv) cancelled at their respective maturities. Each Lender agrees to provide such records to the Borrower promptly upon request and, at the request of the Borrower, to cancel such instruments which have been so completed and executed and which are held by such Lender and have not yet been issued hereunder.

6.2    Acceptance Procedure

With respect to any BA Advance:

6.2.1	The Agent shall promptly notify in writing each Lender of the details of the proposed issue, specifying:
6.2.2	(a) For each BA Lender, (i) the principal amount of the Bankers' Acceptances to be accepted by such Lender, and (ii) the Designated Period of such Bankers' Acceptances; and

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(b)

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

6.2.3	The Agent shall establish the Bankers' Acceptance Discount Rate at or about 10:00 a.m. on the Acceptance Date, and the Agent shall promptly determine the amount of the BA Proceeds.
6.2.4	Forthwith, and in any event not later than 11:30 A.M. on the Acceptance Date, the Agent shall indicate to each Lender, in the manner set out in Section 18.5:

(a)

the Bankers' Acceptance Discount Rate;



(b)

the amount of the Stamping Fee applicable to those Bankers' Acceptances to be accepted by such Lender on the Acceptance Date, calculated by multiplying the appropriate percentage set out in the definition of "Stamping Fee" by the face amount of each Bankers' Acceptance (taking into account the number of days in the Designated Period), any such Lender being authorized by the Borrower to collect the Stamping Fee out of the BA Proceeds of those Bankers' Acceptances;



(c)

the BA Proceeds of the Bankers' Acceptances to be purchased by such Lender on such Acceptance Date; and



(d)

the amount obtained (the "Available Proceeds") by subtracting the Stamping Fee mentioned in subsection 6.2.3(b) from the BA Proceeds mentioned in subsection 6.2.3(c).

6.2.5	Not later than 1:00 P.M. on the Acceptance Date, each Lender shall make available to the Agent its Available Proceeds.
6.2.6	Not later than 4:00 P.M. on the Acceptance Date, the Agent shall transfer the Available Proceeds to the Borrower in accordance with Section 8.10 and shall notify the Borrower on such day either by telex, fax or telephone (if by telephone, to be confirmed subsequently in writing) of the details of the issue.

6.3    Purchase of Bankers' Acceptances and Discount Notes

Before giving value to the Borrower, the Lenders or the sub-participants (other than Foreign Lenders who cannot make BA Advances) which:

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

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

6.4    Maturity Date of Bankers' Acceptances

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

6.4.1	give to the Agent a notice in the form of Schedule "B" requesting that the Lenders convert all or any part of the BA Advance then outstanding by way of Bankers' Acceptances which are maturing into a Prime Rate Advance; or
6.4.2	give to the Agent a notice in the form of Schedule "B" requesting that the Lenders extend all or any part of the BA Advance outstanding by way of Bankers' Acceptances which are maturing into another BA Advance by issuing new Bankers' Acceptances, subject to compliance with the provisions of subsection 6.1.1 with respect to the minimum Selected Amount and Designated Period; or
6.4.3	at latest at 10:00 A.M., two (2) Business Days prior to the Rollover Date of each Bankers' Acceptance then outstanding and reaching maturity, notify the Agent by way of a notice substantially in the form of Schedule "B-1" (but omitting paragraph 3 thereof) that it intends to deposit in its account for the account of the Lenders on the Rollover Date an amount equal to the principal amount of each such Bankers' Acceptance.

6.5    Deemed Conversions on the Maturity Date

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

6.6    Conversion and Extension Mechanism

If under the conditions

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6.6.1

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

6.6.2

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

6.7    Amounts given to the Lenders do not constitute a prepayment

All amounts debited by the Agent from the Borrower's account in accordance with the provisions of subsection 6.6.2 shall not constitute a prepayment in accordance with the provisions of Section 8.3; however, if such deposit results in a reduction of the principal amount of the Loan under Term Facility C, such reduction will constitute such a voluntary prepayment.

6.8    Prepayment of Bankers' Acceptances

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

6.9    Apportionment Amongst the Lenders

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

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6.10    Cash Deposits

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

6.11    Days of Grace

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

6.12    Obligations Absolute

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

6.12.1	any lack of validity or enforceability of any draft accepted by any Lender as a Bankers' Acceptance; or
6.12.2	the existence of any claim, set-off, defence or other right which the Borrower may have at any time against the holder of a Bankers' Acceptance, the Lenders, or any other person or entity, whether in connection with this Agreement or otherwise.

6.13    Depository Bills and Notes Act

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

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7.    ILLEGALITY, INCREASED COSTS AND INDEMNIFICATION

7.1    Illegality, Increased Costs

If a Lender, acting reasonably, determines (which determination shall be attested to by a certificate submitted to the Borrower by the Lender with a copy to the Agent and which shall be final and binding between the parties hereto in the absence of manifest error) that (a) the adoption by a governmental or international authority (including the Bank for International Settlements (the "BIS")) of a law, directive, requirement or guideline, whether or not having the force of law, (b) any modification to a law, directive or guideline, whether or not having the force of law, or to the interpretation or application of same by a tribunal or governmental or international authority (including the BIS) or other body charged with such interpretation or application, or (c) any quashing by a tribunal or other governmental or international authority or body (including the BIS) of an interpretation of any law, directive, requirement or guideline, whether or not having the force of law:

7.1.1

has rendered or will render it illegal or contrary to any law, directive or guideline for any of the Lenders to maintain or to give effect to all or part of their obligations stipulated in this Agreement, including the obligation to make or maintain all or any part of a BA Advance or a Libor Advance pursuant to the terms hereof, then the obligation of such Lender(s) to maintain or to give effect to such part of its obligations will become null and, subject to the provisions of the particular law, directive or guideline and of Section 7.2 with respect to losses, costs and expenses, if the Loan affected is a BA Advance, the Borrower may convert the principal amount thereof into a Prime Rate Advance. If the Loan affected is a Libor Advance, the provisions of Section 4.11 shall apply. In either case, the Borrower shall pay the interest accrued thereon, or may reimburse the particular BA Advance or Libor Advance, as the case may be, in whole with interest accrued thereon.

7.1.2

Such conversion or reimbursement shall be made at the expiry of the relevant Designated Period of any then outstanding Libor Advances or BA Advances, as the case may be, or, if in the judgment of the Lender expressed to the Agent in the certificate referred to above, an immediate conversion or reimbursement is necessary, immediately upon demand by the Agent, subject to the payment by the Borrower of breakage costs, if any; or

40

7.1.3
(a) has imposed, modified or deemed applicable any loan ceiling with respect to the Lenders, or imposed, modified or deemed applicable any special tax, reserve, deposit, capital adequacy or similar requirement with respect to the assets held by, deposited at or used for the purchase of funds, or to the loans made by the Lenders, or (b) changes the basis of taxation on payments made to the Lenders under this Agreement (other than a change affecting the taxes based on net profits of the Lenders), or (c) imposes upon the Lenders any other monetary conditions or restrictions with respect to this Agreement, all or any part of a Loan, as the case may be, or any other document, effect or operation contemplated hereby, and if the result of any of the foregoing is to increase the cost to such Lender of making or maintaining its Commitment or any Advance, or to reduce any amount otherwise receivable by such Lender hereunder with respect thereto, then, in any such case, the Borrower shall promptly pay to such Lender, within 10 Business Days from demand, such additional amounts necessary to compensate such Lender for such additional cost or reduced amount receivable as is determined in good faith by such Lender. If a Lender becomes entitled to claim any additional amounts pursuant to this Section 7.1, it shall promptly notify the Borrower, through the Agent, of the event by reason of which it has become so entitled and provide reasonable particulars of the calculation of such amount. A certificate of a Lender as to any such additional amounts payable to it shall be conclusive and binding in the absence of manifest error.

7.2    Indemnity

The Borrower shall indemnify each Lender against and hold each Lender, as well as its directors, officers and employees, harmless from any loss or expense, including without limitation any loss or expense arising from interest or fees payable by such Lender to lenders of funds obtained by it in order to make or maintain any Advance and any loss or expense incurred in liquidating or re-employing deposits from which such funds were obtained, which such Lender may sustain or incur as a consequence of any (a) default by the Borrower in the payment when due of the amount of or interest on any Loan or in the payment when due of any other amount hereunder, (b) default by the Borrower in obtaining an Advance after the Borrower has given notice hereunder that it desires to obtain such Advance, (c) default by the Borrower in making any voluntary reduction of the outstanding amount of any Loan after the Borrower has given notice hereunder that it desires to make such reduction, and (d) the payment of any Bankers' Acceptance or Libor Advance otherwise than on the maturity date thereof (including without limitation any such payment required pursuant to Section 8.1 or upon acceleration pursuant to Section 14.2). A certificate of the Agent providing reasonable particulars of the calculation of any such loss or expense shall be conclusive and binding in the absence of manifest error. If any Lender becomes entitled to claim any amount pursuant to this Section 7.2, it shall promptly notify the Borrower of the event by reason of which it has become so entitled and reasonable particulars of the related loss or expense, provided that the failure to do so promptly shall not prejudice the Lenders' right to claim hereunder.

Without prejudice to the survival or termination of any other agreement of the Borrower under this Agreement, the obligations of the Borrower under this Section 7.2 shall survive the payment of principal and interest on all Loans and the termination of the Credit.

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8.    PAYMENT, REPAYMENT AND PREPAYMENT

8.1    Repayment of the Loan

The Borrower hereby agrees to repay the Loan as follows:

8.1.1	with respect to the amount of the Loan outstanding under the Revolving Facility, on the last day of the Term;
8.1.2	with respect to the amount of the Loan outstanding under Term Facility C, by way of 20 quarterly instalments, payable on the first day of each of March, June, September and December of each year of the Term, in the amount of Cdn. $12,500,000 each, for a total of Cdn. $50,000,000 per annum, with the first instalment payable on December 1, 2003 and the balance payable on the last day of the Term.

8.2    Amount and Apportionment of Mandatory Repayments

The Borrower hereby undertakes to make Mandatory Repayments equal to the sum of:

8.2.1	75% of the Net Proceeds of all Offerings of the VL Group (other than (a) the Net Proceeds of the Additional Offering, (b) the refinancing of the CF Cable Notes (but only on an unsecured basis, and for an amount not in excess of US$100,000,000), (c) the conversion of the QMI Subordinated Debt to equity, subject to the provisions of Section 13.10, (d) the incurrence of Debt under the unsecured cash management facility not exceeding $10,000,000 permitted hereunder, and (e) the Net Proceeds of the HYD Offering, to the extent not required to repay in its entirety (i) Term Facility B and (ii) any amount by which Term Facility A-1 exceeds Term Facility C on the Sixth Amendment Closing Date, in accordance with the provisions of Section 10.2), payable within 5 Business Days following receipt by any member of the VL Group of such Net Proceeds; plus
8.2.2	100% of the Net Proceeds of all Asset Dispositions of the VL Group (excluding the non-material assets referred to in Section 13.3), unless same are reinvested within 12 months following any such Asset Disposition to acquire capital assets used in the Core Business, payable within 5 Business Days following the expiry of such 12 month period; plus
8.2.3	Within 65 days following the end of each financial quarter of the Borrower (but in any event (i) following delivery to the Agent of the Excess Cash Flow Certificate (as defined in subsection 12.15.3) in respect of such quarter, and (ii) on or before the date of any distribution by the Borrower of any portion of Excess Cash Flow in respect of such quarter permitted by Section 13.4), if the Leverage Ratio of the VL Group, determined as at the end of such financial quarter, is greater than or equal to 4.0:1, an amount equal to 50% of Excess Cash Flow in respect of such financial quarter; plus

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8.2.4
Any amounts payable to the Agent for the Lenders in accordance with the provisions of Section 12.6.

The Borrower shall advise the Agent of its intention to make any such Mandatory Repayment by notice in writing substantially in the form of Schedule "B-1", at least 5 and not more than 20 days before the Mandatory Repayment is due, and shall pay the amount of such Mandatory Repayment to the Agent when it is due. All proceeds of each Mandatory Repayment shall be applied to repay and permanently reduce Term Facility C, in inverse order of maturity. If Term Facility C has been repaid in full and cancelled, such amount may be retained by the Borrower.

No such Mandatory Repayment may be made on a date that would require a Libor Advance or BA Advance to be prepaid, except in accordance with the provisions of Section 8.4.

8.3    Voluntary Repayment and Prepayment of the Loan or Cancellation of the Credit

On any Business Day during the Term, after having given notice to the Agent of one (1) Business Day with respect to the repayment of Prime Rate Advances and two (2) Business Days with respect to BA Advances, substantially in the form of Schedule "B-1", the Borrower may repay in minimum amounts of $1,000,000 or in whole multiples of such amount, all or part of the principal amount of the Loan under the Revolving Facility, provided that in respect of a BA Advance, no repayment shall be made on a date other than a maturity date of the Bankers' Acceptances outstanding at that time, with, in each case, all interest accrued and unpaid on the amounts so prepaid. In respect of Cdn. $ Libor Advances by Foreign Lenders, no repayment may be made on a day other than a Rollover Date, save as provided in Sections 7.1, 7.2 and 8.4.

On any Business Day during the Term, after having given notice to the Agent at least ten (10) days prior to the proposed prepayment, substantially in the form of Schedule "B-1", the Borrower may repay or prepay in minimum amounts of $10,000,000, or in whole multiples of such amounts, all or part of the principal amount of the Loan, provided that in respect of the Libor Advances, no repayment may be made on a day other than a Rollover Date, save as provided in Sections 7.1, 7.2 and 8.4, and in respect of a BA Advance, no prepayment shall be made on a date other than a maturity date of the Bankers' Acceptances outstanding at that time, with, in each case, all interest accrued and unpaid on the amounts so prepaid. However, the Borrower may not, in respect of Term Facility C, at any time during the Term, again borrow all or part of the Loan repaid, whether such payment was a prepayment or otherwise.

43

Notwithstanding the foregoing and in the case of voluntary repayments or prepayments under the Revolving Facility other than Cdn. $ Libor Advances by Foreign Lenders, accrued and unpaid interest on the amounts repaid or prepaid need not be paid at the time of the repayment or prepayment, but shall be paid in accordance with the provisions of Section 5.2 hereof.

In addition, the Borrower may, upon the same notice, cancel any portion of the Credit that has not been drawn by the Borrower. No Facility Fee shall be payable in respect of any portion of the Credit so cancelled as and from the effective date of its cancellation. The Borrower shall not be permitted to draw Advances in respect of any portion of the Credit so cancelled.

8.4    Payment of Losses Resulting From a Prepayment or a Mandatory Repayment

If a prepayment or Mandatory Repayment to be made would require the repayment of outstanding Bankers' Acceptances prior to their maturity, or the repayment of a Libor Advance on a day other than a Rollover Date, the Borrower shall provide to the Agent cash collateral in an amount equal to the face amount of such Bankers' Acceptances or the principal amount of such Libor Advance, as the case may be, which cash collateral shall be held by the Agent in an interest bearing account and used to repay same at maturity or on the next Rollover Date, as the case may be. However, in the case where the prepayment or Mandatory Repayment would require the prepayment of a Libor Advance, the Borrower may elect to prepay same and pay to the Agent for the Lenders the amount of the losses, costs and expenses suffered or incurred by the Lenders with respect thereto which are referred to in Section 7.2.

8.5    Imputation of Prepayments

All prepayments made in accordance with Section 8.3 shall be applied to repay all or part of the principal amount of the outstanding Loan under Term Facility C in inverse order of maturity.

8.6    Currency of Payments

All payments, repayments, prepayments or Mandatory Repayments, as the case may be:

8.6.1	of principal under the Loan, or any part thereof, shall be made in the same currency as that in which they are outstanding;
8.6.2	of interest, shall be made in the same currency as the principal amount outstanding to which they relate;
8.6.3	of Fees, shall be made in Canadian Dollars alone; and
8.6.4	of the amounts referred to in Section 7.2, shall be made in the same currency as the losses, costs and expenses suffered or incurred by the Lenders.

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8.7    Payments by the Borrower to the Agent

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

8.8    Payment on a Business Day

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

8.9    Payments by the Lenders to the Agent

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

8.10    Payments by the Agent to the Borrower

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

8.11    Netting

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

8.12    Application of Payments

8.12.1
Except as otherwise indicated herein, all payments made to the Agent by the Borrower for the account of the Lenders shall be distributed the same day by the Agent, in accordance with its normal practice, in funds having same day value, among the Lenders to the accounts last designated in writing by each Lender to the Agent, pro rata in accordance with their respective Commitments, and notice thereof shall be given to the Borrower by the Agent within a reasonable delay.

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8.12.2
Except as otherwise indicated herein or as otherwise determined by the Lenders, all payments made by the Borrower to the Agent on behalf of the Lenders shall be applied by the Lenders as follows:

(a)	to the fees, costs, expenses and accessories contemplated by Article 7, Section 14.5 and Section 17.5 or by the Security Documents;
(b)	to all amounts due under Article 5 hereunder;
(c)	to the repayment of the principal amount of the Loan subject, in the case of (a) Mandatory Repayments, to the imputation rules set out in Section 8.2, and (b) prepayments, to the imputation rules set out in Section 8.5;
(d)	to any other amounts due pursuant to this Agreement.

8.13    No Set-Off or Counterclaim by Borrower

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

8.14    Debit Authorization

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

8.15    Withholding Taxes

8.15.1
All payments to be made hereunder by the Borrower shall be made free and clear of, and without deduction or withholding for or on account of, any present or future tax, levy, impost, duty, charge, assessment or fee (including interest, penalties and additions thereto) (herein "Taxes"), but excluding net income taxes and franchise taxes (imposed in lieu of income taxes) imposed on any Lender as a result of a present or former connection between such Lender and the jurisdiction imposing such tax (other than any such connection arising solely from such Lender having executed, delivered or performed its obligations under, or received a payment under, or enforced this Agreement or any Guarantee). If any Taxes are required to be withheld from any payment hereunder, the Borrower shall (a) increase the amount of such payment so that the Lenders will receive a net amount (after deduction and withholding of all Taxes) equal to the amount otherwise due hereunder; (b) pay such Taxes to the appropriate taxing authority for the account of the relevant Lenders and (c) as promptly as possible thereafter, send the Agent and the Lenders an original receipt showing payment thereof, together with such additional documentary evidence as the Lenders may from time to time reasonably require.

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8.15.2	Each Lender other than a Foreign Lender agrees to use reasonable measures to avoid or to minimize any amounts which might otherwise be payable pursuant to this Section 8.15, but no Lender shall be required to disclose any information about its taxes to the Borrower that is not publicly available.
8.15.3	If the Borrower fails to perform its obligations under subsection 8.15.1, the Borrower shall indemnify the Lenders for any incremental Taxes, interest or penalties that may become payable by the Lenders as a consequence of such failure. The obligations of the Borrower under this Section 8.15 shall survive the termination of this Agreement.

9.    SECURITY

9.1    Security for Advances Prior to the Phase II Date

As general and continuing security for the performance by the Borrower of its obligations to the Lenders prior to the Phase II Date hereunder (including under the Cash Management Facilities) and under the Security Documents, and of the Borrower's obligation to repay the Loan, including all amounts owing by the Borrower to the Lenders in principal, interest and accessories hereunder and under any agreement pertaining to Derivative Obligations, including the Negative Value of Derivative Instruments entered into with a Lender, as such agreements are, from time to time, amended, restated, amended and restated, extended or renewed, the Borrower shall:

9.1.1
cause to be executed by Quebecor Media Inc. (the "Quebecor Media Guarantee") and by each of the other Guarantors an unconditional solidary (joint and several) Guarantee, in favour of the Agent on behalf of the Lenders, of the obligations of the Borrower under this Agreement and the Security Documents, substantially in the form annexed as Schedule "D"; provided that the Quebecor Media Guarantee shall incorporate by reference the provisions of, inter alia, Sections 8.1 and 8.2 of the Quebecor Media Credit Facility, providing for certain restrictions as to the ability of Quebecor Media Inc. to incur Debt, sell assets and otherwise perform certain acts, as such provisions appear at the Closing Date and irrespective of any amendment subsequent thereto; and

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9.1.2
cause to be executed by the owner of the shares of the Borrower and each of the Initial VL Group Guarantors an agreement creating a first-ranking (prior to the Phase II Date) pledge of the shares of each of the Borrower and the Initial VL Group Guarantors (other than Quebecor Media Inc. and GVL) to the Agent on behalf of the Lenders, which agreement shall be substantially in form of Schedule "E".

9.2    Security for Advances Following the Phase II Date

As general and continuing security for the performance by the Borrower of its obligations to the Lenders on and after the Phase II Date hereunder (including under the Cash Management Facilities) and under the Security Documents, and of the Borrower's obligation to repay the Loan, including all amounts owing by the Borrower to the Lenders in principal, interest and accessories hereunder and under any agreement pertaining to Derivative Obligations, including the Negative Value of Derivative Instruments entered into with a Lender, as such agreements are, from time to time, amended, restated, amended and restated, extended or renewed, the Borrower shall:

9.2.1

cause to be executed by each of the Guarantors an unconditional solidary (joint and several) Guarantee (or, in the case of the Initial VL Group Guarantors, confirmations of their existing Guarantees), in favour of the Agent on behalf of the Lenders, of the obligations of the Borrower under this Agreement and the Security Documents, substantially in the form annexed as Schedule "D", provided that the Guarantees provided by CF Cable TV Inc. and its Subsidiaries shall be limited to the extent contemplated by the terms of the CF Cable Notes. The existing Guarantee executed by GVL shall be amended to provide that the Agent shall not have any recourse to any of the shares owned by GVL which have not been pledged in accordance with the provisions of subsection 9.1.2. The Guarantees provided by CF Cable TV Inc. and its Subsidiaries shall provide that, to the extent permitted by the provisions of the CF Cable Notes, such Guarantees constitute "First Priority Debt", as such expression is defined in the CF Cable Notes;

9.2.2

cause to be executed by Quebecor Media Inc. a limited-recourse Guarantee agreement with the Agent for the Lenders, which will be substantially in the form of Schedule "D" but will provide that (A) the recourse of the Lenders under such Guarantee shall be limited to the pledge, if any, of the shares referred to in subsection 9.1.2, which pledge shall remain in effect but shall rank second to the Permitted Charge referred to in subsection 1.1.90.7 until the Quebecor Media Credit Facility has been repaid in full and cancelled, and (B) the restrictions contained in the Quebecor Media Credit Facility and incorporated by reference in the Guarantee referred to in subsection 9.1.1 shall no longer be so incorporated;

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9.2.3	execute and cause to be executed by the Guarantors other than Quebecor Media Inc. and GVL, whose pledges of shares pursuant to the provisions of subsection 9.1.2 shall remain in effect, an agreement pledging the shares of each of their respective Subsidiaries to the Agent on behalf of the Lenders, which agreement shall be substantially in form of Schedule "E" (the "Share Pledge"), provided that the Share Pledges by CF Cable TV Inc. and its Subsidiaries shall be limited to the extent contemplated by the provisions of the CF Cable Notes;
9.2.4	execute and cause to be executed by each of the Guarantors (other than Quebecor Media Inc.) first-ranking security (subject only to Permitted Charges) in favour of the Agent on behalf of the Lenders, by way of a hypothec on the universality of all of its movable and immovable property located in the Province of Quebec (and/or, at the option of the Agent, by way of a hypothec securing Debentures granted in favour of the Agent or a collateral agent designated by the Agent as the power of attorney ("fondé de pouvoir") of the Lenders within the meaning of Article 2692 of the Civil Code of Quebec, as contemplated by Section 18.16), provided that (a) any Security created by CF Cable TV Inc. and its Subsidiaries shall be limited to the extent contemplated by the provisions of the CF Cable Notes, and (b) the Security created by GVL shall not extend to any shares owned by GVL which have not been pledged in accordance with the provisions of subsection 9.1.2;
9.2.5	execute first-ranking security (subject only to Permitted Charges) in favour of each Lender that is a bank, within the meaning of the Bank Act (Canada), under Sections 427 and following of the Bank Act (Canada);
9.2.6	execute and cause to be executed by each of the Guarantors (other than Quebecor Media Inc. and GVL) in favour of the Agent on behalf of the Lenders, a first-ranking (subject only to Permitted Charges) General Security Agreement and mortgage charging all of its property and assets, personal (movable) and real (immovable), if any, located elsewhere in Canada or in the USA (and/or, at the option of the Agent, by way of a debenture or other instrument containing the same Charges), provided that any Security created by CF Cable TV Inc. and its Subsidiaries shall be limited to the extent contemplated by the provisions of the CF Cable Notes;
9.2.7	execute and cause to be executed by each of the Guarantors (other than Quebecor Media Inc. and GVL), a first-ranking assignment, by way of collateral security, of the contracts governing or evidencing intellectual property rights (subject to Permitted Charges, and to the extent not prohibited by the terms of the agreements governing such rights) in favour of the Agent on behalf of the Lenders, provided that any Security created by CF Cable TV Inc. and its Subsidiaries shall be limited to the extent contemplated by the provisions of the CF Cable Notes;

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9.2.8
cause the Agent on behalf of the Lenders to be named in all insurance policies protecting the members of the VL Group and their movable property, activities, business interruption and third party liability against any form of loss as a named insured as its interest may appear, and deliver to the Agent certificates of insurance in form and substance satisfactory to the Agent.

9.3    Limitations on Guarantees and Security for Advances

The liability of each Guarantor governed by the Companies Act (Quebec) under its Guarantee (other than each of the Initial VL Group Guarantors, the liability of whom is unlimited) (each an "Applicable Guarantor") shall be limited as follows, but only to the extent that the provisions of Section 123.66 of the Companies Act (Quebec) apply thereto:

9.3.1	on the Phase II Date, the liability of each Applicable Guarantor shall be limited to the amount of the book value or the realization value of its assets, whichever is greater, less the sum of its liabilities and its issued and paid-up share capital account on such date (the "Initial Liability");
9.3.2	every day thereafter that its Guarantee remains in effect and until the date of determination on which it is then able to discharge its liabilities when due, each Applicable Guarantor shall be deemed to have granted a new Guarantee in an amount equal to the increase in the aggregate amount of the Guarantee that such Applicable Guarantor can provide on such day (calculated in accordance with the provisions of subsection 9.3.1);
9.3.3	the liability of each Applicable Guarantor may never be less than its Initial Liability; and
9.3.4	if ever the restriction provided by Law with respect to each Applicable Guarantor's ability to execute a Guarantee is repealed, each of the Applicable Guarantors shall be deemed to have granted an unlimited Guarantee on the date such repeal came into force.

The relevant amounts on the Phase II Date, as determined by the directors of the Applicable Guarantor, will be set forth in a certificate in the form set out in Schedule "K", to be delivered within 5 Business Days following the Phase II Date. For the purposes hereof, the directors of each Applicable Guarantor shall, not less frequently than quarterly, determine such amounts as of the end of each financial quarter and the Borrower shall deliver or cause to be delivered to the Agent, as part of its Compliance Certificate with respect to such financial quarter, a summary of such increases, if any, supported by a certificate of the chief financial officer of each Applicable Guarantor setting forth such amounts and reasonable details of the calculations thereof.

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9.4    Further Limitations on Guarantees and Security for Advances

Notwithstanding any other provision hereof to the contrary, the liability of CF Cable TV Inc. and each of its Subsidiaries (each a "Relevant Guarantor") shall be limited as follows:

9.4.1	on the Phase II Date, the liability of each Relevant Guarantor under its Guarantee and the Security Documents shall constitute First Priority Debt within the meaning and to the extent permitted by the trust indenture dated as of July 11, 1995 among the Guarantors party thereto and The Chase Manhattan Bank, as Trustee, providing for the issue of notes, including the aggregate of US$100,000,000 of 12 year notes of CF Cable TV Inc. designated as 91/8% Senior Secured First Priority Notes due 2007 (the "Trust Indenture") and thereafter shall constitute Second Priority Debt within the meaning and to the extent permitted by the Trust Indenture (the "Initial Liability");
9.4.2	every day thereafter that its Guarantee remains in effect and until the provisions of subsection 9.4.4 apply, each Relevant Guarantor shall be deemed to have granted a new Guarantee by incurring additional First Priority Debt and additional Second Priority Debt to the extent permitted by the Trust Indenture in amounts equal to the increase in the aggregate amount of the Guarantee that such Relevant Guarantor can provide on such day (by way of First Priority Debt and Second Priority Debt under the Trust Indenture);
9.4.3	the liability of each Relevant Guarantor may never be less than its Initial Liability;
9.4.4	if ever the restriction provided by the Trust Indenture with respect to each Relevant Guarantor's ability to execute a Guarantee is no longer applicable, each of the Relevant Guarantors shall be deemed to have granted an unlimited Guarantee on the date such restriction ceased to be applicable; and
9.4.5	the Security Documents shall oblige each Relevant Guarantor to provide additional security in the event that its liability is increased in accordance with the foregoing.

The relevant amounts on the Phase II Date, as determined by the directors of the Relevant Guarantor, will be set forth in a certificate in the form set out in Schedule "K", to be delivered on such date. For the purposes hereof, the directors of each Relevant Guarantor shall, not less frequently than quarterly, determine such amounts as of the end of each financial quarter and the Borrower shall deliver or cause to be delivered to the Agent, as part of its Compliance Certificate with respect to such financial quarter, a summary of such increases, if any, supported by a certificate of the chief financial officer of each Relevant Guarantor setting forth such amounts and reasonable details of the calculations thereof.

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10.    CONDITIONS PRECEDENT

10.1    Initial Advance under the Revolving Facility and Term Facility A-1

The obligation of the Lenders to make an initial Advance under the Revolving Facility and under Term Facility A-1 is conditional upon the fulfilment of each of the conditions set out in this Section 10.1 and in Section 10.3 to the entire satisfaction of the Agent and the Lenders:

10.1.1	certified copies of all of the constating documents, borrowing by-laws and resolutions of the Borrower, of Quebecor Media Inc., of GVL and of each member of the VL Group shall have been provided to the Agent;
10.1.2	the Borrower shall have provided an irrevocable direction of payment to the Agent pursuant to which the Borrower instructs the Agent, contemporaneously with the first Advance hereunder and using the proceeds thereof, to repay all amounts due under the Existing Credit Agreement and the Existing Credit Agreement shall have been cancelled;
10.1.3	all Charges on the property of each member of the VL Group, other than Permitted Charges, shall have been discharged;
10.1.4	each of this Agreement and the Security Documents contemplated by Section 9.1 shall have been executed, delivered, issued or assigned and registered or published, as the case may be, wherever required;
10.1.5	the Agent shall have received copies of all existing title and search reports prepared by lawyers or notaries with respect to any immovable property owned by the VL Group and with respect to any network pertaining to the Core Business, together with an undertaking to update same prior to the Phase II Date;
10.1.6	evidence satisfactory to the Lenders shall have been provided to the Agent that Quebecor Media Inc. owns all or substantially all of the shares of every class of GVL (meaning for these purposes not less than 94% of all such shares), and the Lenders shall be satisfied that Quebecor Media Inc. is in a position to obtain 100% of all such shares within a delay not exceeding 60 days (or such additional period as may be approved by the Majority Lenders) from the Closing Date by way of the compulsory acquisition of same in accordance with the provisions of the Quebec Companies Act;

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10.1.7	evidence satisfactory to the Lenders shall have been provided to the Agent that GVL or another wholly-owned Subsidiary of Quebecor Media Inc. owns (a) all of the shares of every class of each of the Initial VL Group Guarantors, and (b) the percentages and classes of shares of each Subsidiary of GVL as set out in the diagram referred to in subsection 10.1.10 (c);
10.1.8	all of the issued and outstanding shares of the Borrower and each of the Guarantors (other than Quebecor Media Inc. and GVL) shall have been pledged in accordance with the pledge described in subsection 9.1.2, and all of the pledged shares shall have been remitted to the Agent or to one or more agents of the Agent;
10.1.9	all necessary Regulatory Approvals (other than the approval of the CRTC) and all other required approvals shall have obtained, and all Laws, including environmental Laws, shall have been complied with;
10.1.10	the Borrower shall have delivered to the Agent a certificate in the form of Schedule "F" signed by an officer stipulating and certifying that:

(a)	such officer has taken cognizance of all the terms and conditions of this Agreement and of all contracts, agreements and deeds pertaining hereto;
(b)	no Default or Event of Default has occurred or exists hereunder;
(c)	the corporate structure of Quebecor Media Inc. and the VL Group is as set out in the diagram attached to the certificate; and
(d)	subject to obtaining the approval of the CRTC to the Transaction, each member of the VL Group holds the permits, Licences, licences and authorizations required in order to permit it to possess its property and its real estate and to carry on its business in the manner in which it is being carried on at present;

10.1.11	nothing shall have occurred which would constitute a Material Adverse Change;
10.1.12	the Borrower shall have delivered to the Agent the favourable legal opinion of counsel to the Borrower and to the Guarantors, addressed to the Lenders, the Agent and its counsel, substantially in the form set forth in Schedule "G" and covering as well such other ancillary matters as pertain to the transactions contemplated hereunder, as required by the Agent, acting reasonably.

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10.2    Initial Advance under Term Facility C

The obligation of the Lenders to make the Term Facility C Initial Advance is conditional upon the fulfilment of each of the conditions set out in this Section 10.2 and in Section 10.3 to the entire satisfaction of the Agent and the Lenders:

10.2.1	certified copies of all of the constating documents, borrowing by-laws and resolutions of the Borrower and of each other member of the VL Group not previously provided to the Agent shall have been provided to the Agent;
10.2.2	each of the Security Documents contemplated by Section 9.2 shall have been executed, delivered, issued or assigned and registered or published, as the case may be, wherever required;
10.2.3	the documentation setting out the terms of the HYD Offering shall have been provided to and shall be satisfactory to the Lenders, and the HYD Offering shall have been completed and the proceeds thereof used (a) to prepay Term Facility B in its entirety, which Facility will have been cancelled as a result, as well as (b) to prepay any amount owed under Term Facility A-1 that is in excess of the amount of Term Facility C;
10.2.4	all of the issued and outstanding shares of the Subsidiaries referred to in subsection 9.2.3 owned, directly or indirectly by the Borrower and the Guarantors, shall have been pledged in accordance with the Share Pledge executed by the Borrower and the relevant Guarantors and all of the pledged shares shall have been remitted to the Agent, except to the extent not permitted by the terms of the CF Cable Notes;
10.2.5	Schedule "K" shall have been completed, and there shall have been delivered to the Agent certificates of the chief financial officers of the Borrower and each relevant Guarantor, in form and substance satisfactory to the Lenders and their counsel, confirming and supporting the figures in Schedule "K" as to the maximum amount of each Guarantee as at the Sixth Amendment Closing Date;
10.2.6	the Borrower shall have delivered to the Agent a certificate in the form of Schedule "F" signed by an officer stipulating and certifying that:

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

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(b)	no Default or Event of Default has occurred or exists hereunder;
(c)	the corporate structure of the VL Group is as set out in the diagram attached to the certificate;
(d)	each member of the VL Group holds the permits, Licences, licences and authorizations required in order to permit it to possess its property and its real estate and to carry on its business in the manner in which it is being carried on at present, including all Regulatory Approvals; and
(e)	all property to be charged by the Security Documents is located in the jurisdictions described in a schedule thereto;

10.2.7	the Borrower shall have delivered to the Agent in a sufficient number of copies for each of the Lenders its Annual Business Plan in respect of its financial years ending December 31, 2004, 2005, 2006 and 2007, showing pro forma compliance with all financial covenants hereunder;
10.2.8	each of the Security Documents shall have been amended (to the extent required), executed, delivered, issued or assigned and registered or published, as the case may be, wherever required; in particular, the Security Documents described in subsection 9.2.6 shall have been amended as required to ensure their continued enforceability;
10.2.9	the Borrower shall have delivered to the Agent the favourable legal opinion(s) of the counsel to the Borrower, addressed to the Lenders, the Agent and its counsel, in form and substance acceptable to the Agent and its counsel, acting reasonably, including with regard to the continuing validity of all relevant Guarantees and Security.

10.3    Conditions Precedent to any Advance

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

10.3.1	the representations and warranties contained in this Agreement shall continue to be true and correct (except where stated to be made as at a particular date);
10.3.2	the Borrower shall have delivered to the Agent a completed Notice of Borrowing;
10.3.3	nothing shall have occurred since the Sixth Amendment Closing Date which would constitute a Material Adverse Change; and

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10.3.4
no Default shall have occurred and be continuing and no Event of Default shall have occurred.

10.4    Waiver of Conditions Precedent

The conditions set out in Sections 10.1, 10.2 and 10.3 are solely for the benefit of the Lenders, and may be waived by the Agent with the unanimous consent of the Lenders, without prejudice to the right of the Agent to assert any such condition in connection with any subsequently requested Advance.

10.5    Release of Quebecor Media Guarantee

The parties agree that the Quebecor Media Guarantee has become a limited recourse guarantee, such that the recourse of the Agent is limited to the pledge of the shares executed by GVL pursuant to subsection 9.1.2 of this Credit Agreement, which was thereafter assumed by Quebecor Media Inc.

11.    REPRESENTATIONS AND WARRANTIES

For so long as the Loan remains outstanding and unpaid, or the Borrower is entitled to borrow hereunder (whether or not the conditions precedent to such borrowing have been or may be satisfied), the Borrower hereby represents and warrants to the Lenders that:

11.1    Incorporation

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

11.2    Authorization

The Borrower and each member of the VL Group which is a party to any Security Document has the power and has taken all necessary steps under the Laws in order to be authorized to borrow hereunder, to provide the Security, as the case may be, and to execute and deliver and perform its obligations under this Agreement and each of the Security Documents to which it is a party, as the case may be, in accordance with the terms and conditions thereof and to complete the transactions contemplated in the Security Documents and herein, as the case may be. This Agreement has been duly executed and delivered by duly authorized officers of the Borrower and is, and each of the Security Documents to which the Borrower and each other member of the VL Group is a party is, and when executed and delivered in accordance with the terms hereof, shall be, a legal, valid and binding obligation of the Borrower and each other member of the VL Group, respectively, enforceable in accordance with its terms.

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11.3    Compliance with Laws and Contracts

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

11.4    Current Business

The VL Group operates businesses in the cable and telecommunications industry, including on-line internet services, telephony (not commercialized at the Closing Date), and the sale and rental of videocassettes.

11.5    Financial Statements

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

11.6    Contingent Liabilities and Indebtedness

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

11.7    Title to Assets

Each member of the VL Group has good, valid and marketable title to all of its properties and assets, free and clear of any Charges other than Permitted Charges. All of the immovable property (including any cable network) owned by the VL Group as of the Sixth Amendment Closing Date is listed in Schedule "I". All premises occupied by any member of the VL Group as of the Sixth Amendment Closing Date containing material assets belonging to such members of the VL Group are also listed in Schedule "I". All of the movable property of the VL Group as of the Sixth Amendment Closing Date is located in the province of Quebec and in Ontario, New Brunswick and Prince Edward Island. Each member of the VL Group has rights sufficient for it to use all the Licences, licences, intellectual property and patents, patent applications, trade marks, trade mark applications, tradenames, service marks, copyrights, industrial designs, technology and other similar intellectual property rights reasonably necessary for the conduct of its business. To the knowledge of the Borrower, neither it nor any member of the VL Group is infringing or is alleged to be infringing the intellectual property rights of any other Person.

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11.8    Litigation

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

11.9    Taxes

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

11.10    Insurance

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

11.11    No Adverse Change

No Material Adverse Change has occurred since August 31, 2000.

11.12    Regulatory Approvals

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

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11.13    Compliance with Laws and Licences

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

11.14    Pension and Employment Liabilities

Except for a deficit not exceeding $2,000,000 in respect of the pension plan for executives of the Borrower, no member of the VL Group has any unfunded pension liabilities, whether valued on a going concern or a wind-up basis, and all obligations (including wages, salaries, commissions and vacation pay) to current employees and to former employees have been paid in full or duly provided for.

11.15    Priority

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

11.16    Complete and Accurate Information

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

11.17    Share Capital

On the Sixth Amendment Closing Date, all of the shares of the Borrower and each of the Guarantors (other than Quebecor Media Inc.) are owned, directly or indirectly, by Quebecor Media Inc., free and clear of any Charges, other than Permitted Charges; following the Sixth Amendment Closing Date, no Change of Control has occurred and the shares of the Borrower and each of the Guarantors (other than Quebecor Media Inc.) owned, directly or indirectly, by Quebecor Media Inc. are owned free and clear of any Charges, other than Permitted Charges.

11.18    Absence of Default

There exists no Default or Event of Default hereunder.

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11.19    Agreements with Third Parties

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

11.20    Environment

11.20.1

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

11.20.2

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

(a)	there is no hazardous substance or hazardous waste existing on or under any property of any member of the VL Group which constitutes a material violation of any ordinance, statute or law for which an owner, operator or person in control of a property may be held liable;
(b)	the business of each member of the VL Group is being carried on so as to respect in all material ways the Laws applicable to environmental and health and safety matters; and
(c)	no contaminant, pollutant, toxic substance or material or dangerous waste has been spilled or emitted into the environment from any property owned, operated or controlled by any member of the VL Group for which such member of the VL Group could have any material liability.

11.21    Survival of Representations and Warranties

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

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12.    COVENANTS

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

12.1    Preservation of Juridical Personality

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

12.2    Preservation of Licences

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

12.3    Compliance with Applicable Laws

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

12.4    Maintenance of Assets

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

12.5    Business

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

12.6    Insurance

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

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If any proceeds of such insurance become payable at any time, the member of the VL Group entitled to receive same, subject to the rights of the Agent on behalf of the Lenders, shall be entitled to receive such proceeds up to an amount of $5,000,000; any proceeds in excess of such amount shall, if requested by the Borrower, be held by the Agent for reinvestment by the Borrower or the relevant Guarantor in capital assets in the Core Business within a period of 12 months from the date of receipt and otherwise shall be paid to the Agent for the benefit of the Lenders as a Mandatory Repayment in accordance with the provisions of Section 8.2.

12.7    Payment of Taxes and Duties

It shall pay all taxes, assessments and other governmental duties which are imposed on it or on its income or profits or its assets, when due and payable, provided that no such tax, assessment or duty need be paid if (a) it is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted, and (b) such reserves or other appropriate provision, if any, as shall be required by GAAP shall have been made therefor, and (c) the outcome of such contestation would not reasonably be expected to result in a Material Adverse Change.

12.8    Access and Inspection

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

12.9    Maintenance of Account

It shall maintain operating accounts at the Branch or other branches of the Agent at all times during the Term. In addition, the Lenders shall have the right to provide all of the auxiliary non-credit banking services to the Borrower, at fees acceptable to the relevant Lender and the Borrower, acting reasonably.

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12.10    Performance of Obligations

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

12.11    Maintenance of Ratios

At the end of each quarter during the Term commencing February 28, 2001, on a rolling four-quarter basis, the VL Group shall maintain the following ratios, provided that (a) the first test as at February 28, 2001, shall be calculated by extrapolating from the relevant results for that quarter; (b) the second test effective May 31, 2001 shall be calculated by extrapolating from the relevant results for that quarter and the preceding quarter; (c) the third test effective August 31, 2001 shall be calculated by extrapolating from the relevant results for that quarter and the 2 preceding quarters and (d) the fourth and all subsequent tests shall be calculated in respect of the preceding four quarters:

12.11.1
Leverage Ratio.    A Leverage Ratio not exceeding the following:

Quarter Ending	Maximum Leverage Ratio
August 31, 2001 December 31, 2001 March 31, 2002 June 30, 2002 September 30, 2002	5.0:1
December 31, 2002 March 31, 2003 June 30, 2003	4.5:1
September 30, 2003 December 31, 2003 March 31, 2004 June 30, 2004	5.0:1
September 30, 2004 December 31, 2004 March 31, 2005 June 30, 2005	4.75:1
September 30, 2005 December 31, 2005 March 31, 2006 June 30, 2006	4.5:1
Thereafter	4.0:1

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

Quarter Ending	Minimum Interest Coverage Ratio
August 31, 2001 December 31, 2001	1.75:1
March 31, 2002 June 30, 2002 September 30, 2002 December 31, 2002	2.00:1
March 31, 2003 June 30, 2003 September 30, 2003 December 31, 2003	2.50:1
March 31, 2004 and thereafter	3.00:1

12.11.3	Senior Secured Debt Coverage Ratio.    A Senior Secured Debt Coverage Ratio of not more than 2.5:1;
12.11.4	Debt Service Coverage Ratio.    A Debt Service Coverage Ratio of at least 1.5:1.

For greater certainty and without limiting any provision of this Agreement, the Borrower acknowledges that the failure to respect any of the foregoing financial ratios at any time during the Term constitutes a material breach of this Agreement.

12.12    Mandatory Repayments

It shall pay to the Lenders any amounts required to be paid in accordance with Section 8.2.

12.13    Maintenance of Security

It shall take all necessary steps to preserve and maintain in effect the rights of the Agent and the Lenders, as well as any collateral agent designated by the Agent, pursuant to the Security Documents, together with any renewals thereof or additional documents creating Charges that may be required from time to time, and shall provide the Compliance Certificates setting out the applicable amount, as at the end of each financial quarter, of the Guarantees as contemplated by Section 9.3. In addition, if any new Subsidiary of any member of the VL Group is created or Acquired, or if a Person otherwise becomes a member of the VL Group, such Subsidiary will provide Security of the nature described in Article 9.

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12.14    Payment of Legal Fees and Other Expenses

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

12.14.1

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

12.14.2

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

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

12.15    Financial Reporting

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

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

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

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(b)

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

(c)

a Compliance Certificate of the chief financial officer of the Borrower in the form of Schedule "J" and setting forth the information necessary to determine whether the Borrower has complied with the covenants contained in Section 12.11, as well as a reconciliation of the financial statements prepared in accordance with GAAP to the information used in determining compliance with the financial covenants using GAAP as at the Sixth Amendment Closing Date, certifying that the Borrower is in compliance with all of its covenants hereunder and that no Default or Event of Default has come to the attention of the officer of the Borrower signing the certificate, after due inquiry, or if a Default or an Event of Default has occurred, setting out the relevant particulars thereof, the period of existence thereof and what action the Borrower has taken or proposes to take with respect thereto (a "Compliance Certificate").

12.15.2    Annual Statements

(a)

Within 120 days following the end of each financial year of the Borrower, the audited Consolidated balance sheet of the VL Group as at the end of such year and the related Consolidated statements of earnings and cash flows for such financial year, together with comparative figures for the immediately preceding year, the whole as certified without qualification by the current auditors of the Borrower or otherwise by another reputable firm of independent chartered accountants acceptable to the Agent, together with the unaudited consolidated balance sheet of the Borrower as at the end of such year and the related consolidated statements of earnings and changes in financial position for such financial year, determined in accordance with GAAP, together with comparative figures for the immediately preceding year, and any audited statements of any other member of the VL Group that may be prepared; and

(b)

Within 60 days following the end of each financial year of the Borrower, a Compliance Certificate, based on unaudited financial information, to be updated and replaced by a second Compliance Certificate to be provided along with the audited financial statements referred to in paragraph (a) above.

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12.15.3    Other Information

(a)	Within 60 days following the end of each financial year of the Borrower commencing with the financial year ending August 31, 2001, the Annual Business Plan, which shall promptly be submitted to the Agent for the Lenders; and
(b)	Within 60 days following the end of each financial quarter of the Borrower, a certificate of its Chief Financial Officer certifying a detailed calculation of Excess Cash Flow (in such form and providing such detail as the Agent may reasonably require) during such quarter (the "Excess Cash Flow Certificate"); and
(c)	from time to time and forthwith upon demand by the Agent, such data, reports, statements, documents or other additional information pertaining to the business, assets, liabilities, financial position, operating results or business prospects of the VL Group as the Agent may request, acting reasonably.

12.16    Notice of Certain Events

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

12.16.1	The commencement of any proceeding or investigation by or before any governmental body and any action or proceeding before any court or arbitrator against any member of the VL Group, or any of its property, assets or activities which could reasonably be expected to result in a Material Adverse Change;
12.16.2	The occurrence of any Material Adverse Change which is known to the Borrower or any other member of the VL Group, acting reasonably;
12.16.3	Any Default or Event of Default, specifying in each case the relevant details and the action contemplated in this respect.

12.17    CF Cable Inter-Creditor Agreement

The Borrower agrees to use its best efforts to obtain the consent, waiver or amendment to the Inter-Creditor Agreement required by the Lenders on the Sixth Amendment Closing Date from the holders of the CF Cable Notes.

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12.18    Accuracy of Reports

All information, reports, statements and other documents and data provided to the Agent or the Lenders, whether pursuant to this Article or any other provisions of this Agreement shall, at the time same shall be provided, be true, complete and accurate in all material respects to the extent necessary to provide the Lenders with a true and accurate understanding of their effect.

13.   NEGATIVE COVENANTS

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

13.1    Liquidation and Amalgamation

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

13.2    Charges

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

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13.3    Asset Dispositions

The VL Group shall not permit an Asset Disposition of all or any part of their property or assets (whether presently held or subsequently acquired), other than sales at fair market value, and, in such case, only if (a) at the time of the proposed Asset Disposition, there is no Default or Event of Default hereunder and the proposed Asset Disposition will not cause such a Default or Event of Default, (b) the Net Proceeds of such Asset Disposition are dealt with in accordance with the provisions of Section 8.2, and (c) the amount of (A) EBITDA generated during the preceding 12 months by the assets comprised in any such Asset Disposition, plus (B) the aggregate 12-month trailing EBITDA generated by all other assets comprised in all previous Asset Dispositions made during the Term (calculated as of the date of the applicable Asset Disposition), does not exceed 15% of the VL Group's EBITDA for the 12 months ending on the last day of the month immediately preceding the date of the proposed Asset Disposition; provided that the VL Group shall be permitted to make (i) dispositions of inventory in the ordinary course of business, (ii) dispositions of machinery, equipment, spare parts and materials, appliances or vehicles, if same are no longer necessary or useful to the operation of the business or have become obsolete, worn out, surplus, damaged or unusable, as well as the non-material assets listed in Schedule "I" consisting of surplus real estate of the VL Group, which are excluded from the Security and not subject to any Charge thereunder, (iii) exchanges of assets between members of the VL Group that have provided unlimited Guarantees and Security to the Agent for the Lenders. In the event of any such permitted Asset Disposition to a Person other than a member of the VL Group, the Security on the assets so disposed of shall be discharged by the Agent without any requirement to obtain the consent of the Lenders. In addition, any member of the VL Group shall be permitted to dispose of Back-to-Back Preferred Shares in order to repay Back-to-Back Debt, and shall also be permitted to dispose of property as part of a Tax Benefit Transaction, provided that (A) no Default or Event of Default exists at the time and (B) disposing of such Back-to-Back Preferred Shares or property as part of a Tax Benefit Transaction will not cause a Default or an Event of Default.

13.4    Preservation of Capital

Neither the Borrower nor any of the Guarantors (other than Quebecor Media Inc.) shall: (a) return any capital to its shareholders or purchase, redeem, repurchase or otherwise acquire, directly or indirectly, for consideration, any shares of any class of its capital stock now or subsequently issued, or any other equity security issued by it of any nature (including warrants and options), (b) declare, pay or set aside for payment any dividend or distribution whatsoever in respect of any share of the capital stock of the Borrower or any of the Initial VL Group Guarantors (provided that (x) a dividend or other distribution in an amount of approximately $150,000,000 paid by the Borrower to GVL to permit GVL to repay certain Debt to the Borrower (the "GVL Distribution"), (y) distributions arising under Back-to-Back Transactions and Tax Benefit Transactions, and (z) distributions consisting of (1) a quarterly payment equal to the remainder of Excess Cash Flow after the Mandatory Repayment specified in subsection 8.2.3, (2) the Net Proceeds of the Additional Offering, up to a maximum of $200,000,000, and (3) a maximum of $50,000,000 in the form of Additional Distributions (provided that no Advance for such purpose shall be made if the amount of the Credit available under the Revolving Facility, after the disbursement of such Advance, would be less than $25,000,000), will be permitted under this paragraph (b) without complying with the provisions of paragraphs (i) and (ii) below), or (c) set aside any funds for any of the purposes proscribed in paragraphs (a) or (b). However, transactions of the nature described in paragraphs (a), (b) and (c) will be permitted (i) if all amounts so paid under such provisions are paid to the Borrower or to a Guarantor that has provided an unlimited Guarantee and the Security to the Agent on behalf of the Lenders, or (ii) if the Leverage Ratio, calculated on a pro forma basis after taking into account the payment proposed, is less than 4.0:1 (provided in such case that such payment will be limited to 100% of the Excess Cash Flow); provided that, with respect to any of the transactions described in paragraphs (a), (b) or (c), (A) no Default or Event of Default exists at the time and (B) making the payment of such amount will not cause a Default or Event of Default.

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13.5    Restrictions on Subsidiaries

Without the consent of the Majority Lenders, no Subsidiary of the Borrower or of any Guarantor shall assume, enter into or otherwise become bound by any agreement or undertaking (including any undertaking in the HYD Offering or the Additional Offering) that would reasonably be expected to prevent such Person from declaring or paying dividends or inter-company payments or distributions of any kind to the Borrower, except as contained (a) herein, (b) in the CF Cable Notes, until repayment of same, or (c) in the Quebecor Media Facility.

13.6    Issuance and Transfer of Shares

Issue any shares of its capital stock to which are attached voting rights or allow any such shares to be transferred, assigned or otherwise alienated, unless the proceeds thereof are used in accordance with Section 8.2, or such shares are pledged in favour of the Agent on behalf of the Lenders under the share pledge agreements contemplated by subsection 9.1.2 or 9.2.3.

13.7    Acquisitions

Make any Acquisition, in any manner whatsoever, directly or indirectly, other than an Acquisition required for the purpose of carrying on its business in the ordinary course, or permit any Subsidiary or Subsidiaries to be constituted otherwise than in accordance with the provisions of Section 13.12, except that (A) the members of the VL Group shall be permitted to make Acquisitions in the Core Business and to create Subsidiaries if: (a) no Default or Event of Default exists at the time, (b) paying the purchase price in respect of such Acquisition will not cause a Default or Event of Default, and (c) any Person which is Acquired or created as a Subsidiary becomes a member of the VL Group and provides the Security contemplated by Article 9, and (B) any member of the VL Group shall be permitted to acquire Back-to-Back Securities in an amount not exceeding the amount of the corresponding Back-to-Back Securities, and shall also be permitted to acquire property as part of a Tax Benefit Transaction, provided that (A) no Default or Event of Default exists at the time and (B) acquiring such Back-to-Back Preferred Shares or property as part of a Tax Benefit Transaction will not cause a Default or an Event of Default.

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13.8    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; (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 Agent on behalf of the Lenders; (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; (h) in connection with Back-to-Back Transactions and Tax Benefit Transactions; (i) in connection with the HYD Offering and the Additional Offering; (j) that the 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 thereunder; (k) the Borrower may borrow Subordinated Debt from Quebecor Media Inc. in an initial principal amount of up to $150,000,000, with interest at a rate not exceeding the three month bankers' acceptance rate quoted on Reuter's Services, page CDOR, as at approximately 10:00 a.m. on such day plus 1.5% 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; (l) 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, and (m) in connection with other Subordinated Debt, provided that the proceeds from such Subordinated Debt are used in accordance with Section 8.2 hereof; provided that, with respect to any of the matters described in paragraphs (c) to (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.

13.9    Financial Assistance by the VL Group

Make any loan or advance to any party other than (a) as contemplated by subsection 3.1.1 and Sections 13.4 and 13.7, or (b) to another member of the VL Group that has provided an unlimited Guarantee and the Security to the Agent on behalf of the Lenders and has fully guaranteed the obligations of the Borrower hereunder, or (c) by way of Back-to-Back Transactions or Tax Benefit Transactions, or (d) under the Cash Management Facilities. Notwithstanding the foregoing, the VL Group shall be entitled to provide financial assistance to their customers in the ordinary course of the Core Business by way of subsidizing consumer equipment purchases and leases and similar transactions.

13.10    Subordinated Debt

Repay any Debt the repayment of which is subordinated to the rights of the Lenders, or pay any interest due to the creditor of any such Debt, other than (a) interest due in respect of Subordinated Debt (including the QMI Subordinated Debt), provided (for greater certainty) that no Default has occurred or will occur as a result of such payment, and (b) an amount payable out of the Net Proceeds of the Additional Offering (net of any other distributions made out of such Net Proceeds), in respect of the interest or principal due on the QMI Subordinated Debt, and (c) in respect of Back-to-Back Securities or Back-to-Back Transactions. In addition, the Borrower may agree to the conversion of the QMI Subordinated Debt into equity, provided that any new shares resulting from such conversion are pledged to the Agent on behalf of the Lenders.

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13.11    Members of the VL Group, Related Party Transactions

Prior to the Phase II Date, permit any member of the VL Group to cease being wholly-owned, or create or acquire any Subsidiaries other than wholly-owned Subsidiaries; provided that Télé-Câble Charlevoix Inc. and Société d'Édition et de Transcodage T.E. Ltée. need not be wholly-owned. On and after the Phase II Date, permit any Change in Control of the Borrower and the Initial VL Group Guarantors. In addition, no transaction shall be entered into by any member of the VL Group with any Associate of any member of the VL Group except on fair market terms and conditions as would be contracted by Persons dealing at arms' length, provided that this last sentence shall not apply to the transactions expressly permitted by paragraph (h) of Section 13.8; provided, however, for greater certainty, that to the extent payments made in connection with or in respect of the Back-to-Back Transactions are made to any Affiliates of the Borrower that are not members of the VL Group, all corresponding payments required to be paid by such Affiliates pursuant to the related Back-to-Back Securities are received, immediately prior to, concurrently with or immediately subsequent to any such payments, by all applicable members of the VL Group, and each such payment by a member of the VL Group shall be conditional upon receipt of an equal or greater amount from such non-member of the VL Group that is an Affiliate. Finally, payment of a management fee or other similar expense by the Borrower to its direct or indirect parent company shall be permitted for bona fide services (including reimbursement for expenses incurred in connection with, or allocation of corporate expenses in relation to, providing such services) provided to, and directly related to the operations of, the VL Group, in an aggregate annual amount not to exceed 1.25% of consolidated revenues (being gross revenues of the VL Group calculated in accordance with GAAP, less any amounts derived from Subsidiaries that are not members of the VL Group, and save that any portion of such gross revenues derived from a Person that is not a Subsidiary of the Borrower accounted for by the equity method of accounting shall be included in such calculation only to the extent of the amount of dividends or distributions actually paid to a member of the VL Group by such Person) in any twelve-month period.

13.12    Derivative Instruments

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

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14.   EVENTS OF DEFAULT AND REALIZATION

14.1    Event of Default

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

14.1.1

If the Borrower fails to make any payment of interest or principal with respect to the Loan when due; or



14.1.2

If the VL Group fails to respect any of the financial tests set out in Section 12.11 hereof at any time;



14.1.3

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



14.1.4

If (a) the Borrower or any Guarantor commits an act of bankruptcy within the meaning of the Bankruptcy and Insolvency Act, makes an assignment in favour of its creditors, consents to the filing of a petition for a receiving order against it, files a proposal within the meaning of the Bankruptcy and Insolvency Act, or makes a motion to a tribunal to name, or consents to, approves or accepts the appointment of a trustee, receiver, liquidator or sequestrator with respect to itself or its property, commences any other proceeding with respect to itself or its property under the provisions of any law contemplating reorganizations, proposals, rectifications, compromises or liquidations in connection with insolvent Persons, in any jurisdiction whatsoever; or (b) a trustee, receiver, liquidator or sequestrator is named with respect to the Borrower, any Guarantor or its property, or the Borrower or any Guarantor is judged insolvent or bankrupt; or (c) a proceeding seeking to name a trustee, receiver, liquidator or sequestrator, or to force the Borrower or any Guarantor into bankruptcy, is commenced against the Borrower or any Guarantor and is not settled or withdrawn within a delay of 30 days; or



14.1.5

If the Borrower or any Guarantor is in default with respect to any Indebtedness (other than amounts due to the Lenders hereunder) which has resulted in Indebtedness in excess of an amount of $10,000,000 ($25,000,000 in the case of Quebecor Media Inc.) becoming payable prior to its stated maturity or scheduled repayment date; or

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14.1.6

If one or more judgments is rendered by a competent tribunal against the Borrower or any Guarantor in an aggregate amount in excess of $10,000,000 ($25,000,000 in the case of Quebecor Media Inc.) (net of applicable insurance coverage pursuant to which liability is acknowledged in writing by the insurer, with a copy promptly provided to the Agent on behalf of the Lenders) and remains undischarged or unsatisfied for a period ending on the earlier of (a) 25 days from such judgment, or (b) the 5th day prior to the date on which such judgment becomes executory; or



14.1.7

If property of any of the Borrower or any Guarantor having a total value in excess of $10,000,000 ($25,000,000 in the case of Quebecor Media Inc.) is the object of one or more seizures or takings of possession or other legal proceedings by creditors, and is not released within 15 days in respect of movable property or 45 days in respect of immovable property, and in any event, not less than 10 days prior to the date fixed for any sale of such property; or



14.1.8

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



14.1.9

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



14.1.10

If a Change in Control occurs; or



14.1.11

If any Guarantee to be provided by any Guarantor hereunder is or purports to be terminated by notice given under article 2362 of the Quebec Civil Code.

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14.2    Remedies

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

14.2.1

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



14.2.2

an amount equal to the amount of losses, costs and expenses assumed by the Lenders and referred to in Section 7.2; and

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

14.3    Bankruptcy and Insolvency

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

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14.4    Notice

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

14.5    Costs

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

14.6    Relations with the Borrower

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

14.7    Application of Proceeds

Subject to the provisions hereof, the Agent may apply the proceeds of realization of the property contemplated by the Security Documents and of any credit or compensating balance in reduction of the part of the Loan (principal, interest or accessories and/or the Negative Value of Derivative Instruments originally entered into with a Lender) which the Agent judges appropriate. If any Lender is owed money by the Borrower as a result of Derivative Obligations, and, in particular, as a result of the Negative Value of Derivative Instruments, the claim of such Lender shall rank pari passu with the other amounts comprising the Loan.

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15.   JUDGMENT CURRENCY

15.1    Rules of Conversion

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

15.2    Determination of an Equivalent Currency

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

15.2.1

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



15.2.2

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

may, using the spot rate of the Agent on such date, determine the equivalent in Canadian Dollars or in US Dollars, as the case may be, of any security or amount expressed in the other currency pursuant to the terms hereof. Immediately following such determination, the Agent shall inform the Borrower of the conclusion which the Lenders have reached.

16.   ASSIGNMENT

16.1    Assignment by the Borrower

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

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16.2    Assignments and Transfers by the Lenders

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 and the Agent 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 and Term Facility C 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.



16.2.2

Except for any assignments or transfers arranged by the Arrangers for their Affiliates in order to fulfill their sell-down requirements, for which no restrictions shall apply, any such assignment or transfer under the Revolving Facility or Term Facility C shall be for a minimum amount of $5,000,000 in the aggregate and in multiples of $1,000,000 thereafter.



16.2.3

Notwithstanding subsection 16.2.1, each Lender shall be entitled to assign or transfer, at its own cost, in accordance with the other provisions of this Section 16 (including 16.5), its rights, benefits and obligations hereunder, in whole or in part, to a parent or subsidiary corporation or an Affiliate of such Lender.

16.3    Transfer Agreement

If a Lender wishes to assign or transfer all or any of its rights, benefits and obligations hereunder in accordance with Section 16.2, then such assignment or transfer shall be effected by the execution and delivery of a duly completed and executed Transfer Agreement by such Lender to the Agent together with a transfer fee of $3,500 (other than in connection with the initial syndication of the Credit), at least 5 Business Days prior to the effective date of such transfer, whereupon, to the extent that in such Transfer Agreement such Lender seeks to assign or transfer its rights and obligations hereunder:

16.3.1

such Lender shall be released from further obligations to the Borrower with respect to the portion of the obligations of such Lender assumed by the Assignee;



16.3.2

the Assignee shall assume the obligations of such Lender and acquire the rights of such Lender in respect of the Borrower, without novation of the Borrower's obligations;

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16.3.3

the Agent, such Lender and the Assignee shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the Assignee been an original party hereto with the obligations assumed and the rights acquired by it as a result of such assignment or transfer; in furtherance of such principle, the Assignee shall be deemed to have agreed to be bound by the provisions of the Inter-Creditor Agreement, to the extent it remains in force at the relevant time, as if it had been an original party thereto; and



16.3.4

the Borrower, the Agent and such Lenders shall all execute such documents and perform such acts as may be required to give effect to the transfer or assignment.

16.4    Notice

The Agent shall promptly deliver an executed copy of any Transfer Agreement to each party thereto.

16.5    Sub-Participations

A Lender may, at its own cost, grant one or more sub-participations in its rights, benefits and obligations hereunder, provided that, notwithstanding any such sub-participation, such Lender shall remain, insofar as the Borrower and the Agent is concerned, as the Lender responsible hereunder, and the Borrower shall not be obliged to recognize any such sub-participant as having the rights against it which it would have if it had been a party hereto.

16.6    General

Notwithstanding anything contained in this Article:

16.6.1

the Agent shall act as agent for each Assignee and, in this connection, with respect to all decisions, notices and other matters relating to anything referred to in this Agreement, the Borrower shall only be obliged to give notice to or request consents from the Agent;



16.6.2

except as the result of an assignment and transfer permitted under Section 17.15, the amounts payable by the Borrower under this Agreement shall not increase, whether in respect of withholding on account of taxes or otherwise, as a result of any such assignment or transfer to an Assignee which is a non-resident of Canada as defined in the Income Tax Act (Canada); and

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16.6.3

any Lender (a "Granting Lender") may grant to a special purpose funding vehicle (an "SPV"), identified as such from time to time by the Granting Lender to the Agent and the Borrower, the option to provide to the Borrower all or any part of an Advance that such Granting Lender would otherwise be required to make hereunder; provided that (a) nothing herein shall constitute a commitment by any SPV to make any Advance, and (b) if an SPV does not make such Advance, the Granting Lender shall remain liable to do so. Any Advance by an SPV shall be made using the Commitment of the Granting Lender as if the Advance in question had been made by such Granting Lender. Each party hereto agrees that no SPV shall be liable for any indemnity or other payment hereunder, all of which liability shall remain with the Granting Lender. Accordingly, each party further agrees (which agreement will survive the termination hereof) that it shall not institute any insolvency or other proceeding against the SPV until a date that is not less than one year and one day following the repayment of all of such SPV's commercial paper and other senior Indebtedness. In addition, any SPV may (a) assign all or any portion of its interests in any Loans (i) with notice to, but without the consent of the Borrower or the Agent, and without paying any fees therefor, to the Granting Lender or (ii) to any financial institution, with the consent of the Borrower and the Agent providing liquidity and/or credit support to or for the account of such SPV to support the funding and maintenance of Advances; and (b) disclose on a confidential basis any non-public information relating to the Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPV.

17.   MISCELLANEOUS

17.1    Notices

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

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17.2    Amendment and Waiver

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

17.3    Determinations Final

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

17.4    Entire Agreement

The entire agreement between the parties is expressed herein, and no variation or modification of its terms shall be valid unless expressed in writing and signed by the parties. All previous agreements, promises, proposals, representations, understandings and negotiations between the parties hereto which relate in any way to the subject matter of this Agreement are hereby deemed to be null.

17.5    Indemnification and Compensation

In addition to the other rights now or hereafter conferred by law and those described in subsection 6.6.2 and Section 8.14, and without limiting such rights, if a Default or Event of Default should occur, each Lender and the Agent is hereby authorized by the Borrower, at any time and from time to time, subject to the obligation to give notice to the Borrower subsequently and within a reasonable delay, to indemnify, compensate, use and allocate any deposit (general or special, term or demand, including, without limitation, any debt evidenced by certificates of deposit, whether or not matured) and any other debt at any time held or due by the Lenders to the Borrower or to its credit or its account, with respect to and on account of any obligation and indebtedness of the Borrower to the Lenders in accordance with the provisions hereof or the Security Documents, including, without limitation, the accounts of any nature or kind which flow from or relate to this Agreement or the Security Documents, whether or not the Agent has made demand under the terms hereof or has declared the amounts referred to in Section 14.2 as exigible in accordance with the provisions of that Section and even if such obligation and Debt or either of them is a future or unmatured Debt.

17.6    Benefit of Agreement

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

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17.7    Counterparts

This Agreement may be signed in any number of counterparts, each of which shall be deemed to constitute an original, but all of the separate counterparts shall constitute one single document.

17.8    Applicable Law

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

17.9    Severability

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

17.10    Further Assurances

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

17.11    Good Faith and Fair Consideration

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

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17.12    Responsibility of the Lenders

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

17.13    Indemnity

The Borrower agrees to indemnify and defend each of the Agent, each Lender, and their respective directors, officers, agents and employees from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses of any kind which at any time or from time to time may be asserted against or incurred or paid by any of them for or in connection with, arising directly or indirectly from or relating to: (i) the participation of the Agent or of any of the Lenders in the transactions contemplated by this Agreement, (ii) the role of the Agent or the Lenders in any investigation, litigation or other proceeding brought or threatened relating to the Credit, (iii) the presence on or under or the release or migration from any property or into the environment of any hazardous material, and/or (iv) the compliance with or enforcement of any of their rights or obligations hereunder, including without limitation:

17.13.1	the fees and disbursements of counsel;
17.13.2	the costs of defending, counterclaiming or claiming over against third parties in respect of any action or matter and any cost, liability or damage arising out of any settlement; and
17.13.3	other than losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the indemnified party, as determined by a final judgment of a court of competent jurisdiction.

17.14    Language

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

17.15    Foreign Lenders

Notwithstanding the provisions of subsection 16.2.1 hereof, each of the Borrower, the Agent and the Lenders agrees that:

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17.15.1	the Arrangers (as hereinafter defined) may solicit and receive Commitments from any Person who is a non-resident of Canada (within the meaning of the Income Tax Act (Canada)) and who is authorized by law to lend money ("Foreign Lenders") to the extent of $11,000,000 of the Revolving Facility and $60,000,000 of Term Facility C;
17.15.2	in such case, the Affiliates of the Arrangers may make the required Assignments to such Foreign Lenders; and
17.15.3	upon compliance with the provisions of Article 16, such Foreign Lenders may further assign and transfer their Commitments to any other Foreign Lender.

Neither the Agent nor the Borrower shall accept or be bound by any assignment or transfer where the effect of the purported assignment or transfer would be to create Commitments of Foreign Lenders in excess of the limits mentioned above. "Arrangers" shall mean RBC Dominion Securities Inc., Bank of America, N.A., Canada Branch, BMO Nesbitt Burns Inc., The Toronto-Dominion Bank and their respective successors and assignees.

Notwithstanding any other provision of this Agreement to the contrary, any Foreign Lender governed by the applicable Laws of the United States of America may at any time assign all or a portion of its rights under this Agreement and all other documents ancillary thereto (including the Security Documents) to a Federal Reserve Bank. No such assignment shall relieve the assigning Foreign Lender from its obligations under this Agreement or such other documents.

18.    THE AGENT AND THE LENDERS

18.1    Authorization of Agent

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

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18.1.2
For the purposes of creating a solidarité active between each Lender, taken individually, and the Agent in accordance with Article 1541 of the Civil Code of Québec, the Borrower and each Lender (on its own behalf) acknowledge and agree with the Agent that such Lender and the Agent are hereby conferred the legal status of solidary creditors of the Borrower and the Guarantors in respect of all amounts, liabilities and other obligations, present and future, owed by the Borrower to the Agent and such Lender hereunder and under Derivative Instruments (collectively, the "Lender Solidary Claim"). Accordingly, but subject (for the avoidance of doubt) to Article 1542 of the Civil Code of Québec, the Borrower and each of the Guarantors is irrevocably bound towards the Agent and each Lender in respect of the entire Lender Solidary Claim of the Agent and such Lender, such that the Agent and each Lender shall at all times have a valid and effective right of action for the entire Lender Solidary Claim of the Agent and such Lender and the right to give a full acquittance for it. Thus, without limiting the generality of the foregoing, the Agent, as solidary creditor for itself and each Lender, shall at all times have a valid and effective right of action in respect of all amounts, liabilities and other obligations owed by the Borrower and the Guarantors to the Agent and the Lenders or any of them hereunder and under Derivative Instruments and the right to give full acquittance for same. The parties further agree and acknowledge that the Security Documents described in subsections 9.1.1, 9.1.2, 9.2.1, 9.2.2, 9.2.3, 9.2.4 and 9.2.7 shall be granted to the Agent, for its own benefit and for the benefit of the Lenders, as solidary creditor as hereinabove set forth.

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18.2    Agent's Responsibility

18.2.1	The Agent shall be entitled to rely upon any certificate, notice or other document (including any cable, telegram, telex or telecopy) believed by it to be genuine and correct and to have been signed or sent by or on behalf of the proper person or persons, and upon advice and statements of legal advisers, independent accountants and other experts selected by the Agent. The Agent may deem and treat each Lender as the holder of the Commitment in the Loan made by such Lender for all purposes hereof unless and until an Assignment has been completed in accordance with Section 16.2.
18.2.2	The Agent shall not be deemed to have knowledge of the occurrence of a Default or Event of Default unless the Agent has received notice from a Lender or the Borrower describing such a Default or Event of Default and stating that such notice is a "Notice of Default". In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default or otherwise becomes aware that a Default or Event of Default has occurred, the Agent shall promptly give notice thereof to the Lenders. The Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Lenders in accordance with the provisions of this Article 18 provided that, unless and until the Agent shall have received such directions, the Agent may (but shall not be obliged to) take such action, or refrain from taking such action, with respect to such a Default or Event of Default as it shall deem advisable in the best interest of the Lenders.
18.2.3	The Agent shall have no responsibility, (a) to the Borrower on account of the failure of any Lender to perform its obligations hereunder, or (b) to any Lender on account of the failure of the Borrower to perform its obligations hereunder.
18.2.4	Each Lender severally represents and warrants to the Agent that it has made its own independent investigation of the financial condition and affairs of the Borrower in connection with the making and continuation of its Commitment in the Loan hereunder and has not relied on any information provided to such Lender by the Agent in connection herewith, and each Lender represents and warrants to the Agent that it shall continue to make its own independent appraisal of the creditworthiness of the Borrower while the Loan is outstanding or the Lenders have any obligations hereunder.

18.3    Rights of Agent as Lender

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

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18.4    Indemnity

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

18.5    Notice by Agent to Lenders

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

18.6    Protection of Agent

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

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18.6.2

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

18.6.3

Unless the Agent shall have been notified in writing or by telegraph, telex or telecopier by the Borrower prior to the date on which any payment is due hereunder that the Borrower does not intend to make such payment, the Agent may assume that the Borrower has made such payment when due and the Agent may, in reliance upon such assumption, make available to each Lender on such payment date an amount equal to such Lender's pro rata share of such assumed payment. If it is established that the Borrower has not in fact made such payment to the Agent, each Lender shall forthwith on demand repay to the Agent the amount made available to such Lender (together with interest at the rate determined by the Agent as being its cost of funds in the circumstances).

18.7    Notice by Lenders to Agent

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

18.8    Sharing Among the Lenders

Each Lender agrees that as amongst themselves, except as otherwise provided for by the provisions of this Agreement, all amounts received by the Agent, in its capacity as agent of the Lenders pursuant to this Agreement or any other document contemplated hereby (whether received by voluntary payment, by the exercise of the right of set-off or compensation or by counterclaim, cross-claim, separate action or as proceeds of realization of any security, other than agency fees), and all amounts received by any Lender in relation to this Agreement shall be shared by each Lender pro rata, in accordance with their respective Commitment and each Lender undertakes to do all such things as may be reasonably required to give full effect to this Section 18.8. If any amount which is so shared is later recovered from the Lender who originally received it, each other Lender shall restore its proportionate share of such amount to such Lender, without interest.

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

18.9    Derivative Obligations

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

(a)	are governed by an ISDA Master Agreement; and
(b)	provide that bankruptcy or insolvency constitutes an event of default thereunder.

18.9.2
Each Lender shall confirm to the Agent and to the Borrower, upon request, quarterly on or about the last day of each financial quarter of each financial year of the Borrower, the Negative Value of the Derivative Instruments issued by it or contracted through it, calculated on a net as well as on a gross basis where several Derivative Instruments are governed by the same Master Agreement, as well as the Credit Facility in respect of which such Derivative Instruments apply.

89

18.10    Procedure with respect to Advances

Subject to the provisions of this Agreement, upon receipt of a Notice of Borrowing from the Borrower, the Agent shall, without delay, advise each Lender of the receipt of such notice, of the date of such Advance, of its proportionate share of the amount of each Advance and of the relevant details of the Agent's account(s). Each Lender shall disburse its proportionate share of each Advance, taking into account its Commitment, and shall make it available to the Agent (no later than 10:00 A.M.) on the date of the Advance fixed by the Borrower, by depositing its proportionate share of the Advance in the Agent's account in Canadian Dollars or US Dollars, as the case may be. Once the Borrower has fulfilled the conditions stipulated in this Agreement, the Agent will make such amounts available to the Borrower on the date of the Advance, at the Branch, and, in the absence of other arrangements made in writing between the Agent and the Borrower, by transferring or causing to be transferred an equivalent amount in the case of a direct Advance, and the Available Proceeds (as defined in subsection 6.2.3 (d)) in the case of Banker's Acceptances, in accordance with the instructions of the Borrower which appear in the Notice of Borrowing with respect to each Advance; however, the obligation of the Agent with respect hereto is limited to taking the steps judged commercially reasonable in order to follow such instructions, and once undertaken, such steps shall constitute conclusive evidence that the amounts have been disbursed in accordance with the applicable provisions. The Agent shall not be liable for damages, claims or costs imputed to the Borrower and resulting from the fact that the amount of an Advance did not arrive at its agreed-upon destination.

18.11    Accounts kept by each Lender

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

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

18.12    Binding Determinations

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

90

18.13    Amendment of Article 18

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

18.14    Decisions, Amendments and Waivers of the Lenders

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

18.15    Authorized Waivers, Variations and Omissions

If so authorized in writing by the Lenders, the Agent, on behalf of the Lenders, may grant waivers, consents, vary the terms of this Agreement and the Security Documents and do or omit to do all acts and things in connection herewith or therewith. Notwithstanding the foregoing, except with the prior written agreement of each of the Lenders, nothing in Section 18.14 or this Section 18.15 shall authorize (i) any extension of the date for, or alteration in the amount, currency or mode of calculation or computation of any payment of principal or interest or other amount, (ii) any increase in the Commitment of a Lender, (iii) any extension of any maturity date, (iv) any change in the terms of Article 18, (v) any change in the manner of making decisions among the Lenders including the definition of Majority Lenders, (vi) the release of the Borrower or any Guarantor, except as provided herein with respect to permitted Asset Dispositions or as contemplated in Section 13.1, (vii) the release, in whole or in part, of any of the Security Documents or the Security constituted thereby, except as provided herein with respect to permitted Asset Dispositions or as contemplated in Section 13.1, (viii) any change in or any waiver of the conditions precedent provided for in Article 10 or (ix) any amendment to this Section 18.15.

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

Without limiting the powers of the Agent hereunder or under the Security Documents and to the extent applicable, each of the Lenders hereby acknowledges that the Agent (or a collateral agent designated by the Agent) shall, for the purposes of holding any security granted under the hypothecs described in Section 9.2.3 to secure payment of the Debentures, be the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) for all present and future Lenders and in particular for all present and future holders of the Debentures. Each of the Lenders hereby constitutes, to the extent necessary, the Agent (or such designated collateral agent) as the holder of such irrevocable power of attorney in order to hold security granted under such hypothecs to secure the Debentures. Each Assignee shall be deemed to have confirmed and ratified the constitution of the Agent as the holder of such irrevocable power of attorney by execution of the relevant Transfer Agreement. Notwithstanding the provisions of Section 32 of the An Act respecting the Special Powers of Legal Persons (Quebec), the Borrower, the Guarantors and the Lenders irrevocably agree that the Agent may acquire and be the holder of a Debenture. By executing a Debenture, the issuer of the Debenture shall be deemed to have acknowledged that the Debenture constitutes a title of indebtedness, as such term is used in Article 2692 of the Civil Code of Quebec.

91

18.17    Provisions for the Benefit of Lenders Only

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

18.18    Resignation of Agent

18.18.1

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



18.18.2

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



18.18.3

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

18.19    No Novation

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

92

19.   FORMAL DATE

19.1    Formal Date

For the purposes of convenience, this Agreement may be referred to as bearing the Formal Date of November 28, 2000 notwithstanding its actual date of signature.

93

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

VIDÉOTRON LTÉE	ROYAL BANK OF CANADA
Per:	Per:
Per:	Per:
Address: 300 Viger St. East 6th floor Montreal, Quebec H2X 3W4	Address: 1 Place Ville Marie 4th floor Montreal, Quebec H3B 4R8
Attention: Treasurer	Attention: Managing Director Corporate Credit
Telephone: (514) 380-1912 Fax: (514) 380-1983	Telephone: 878-7214 Fax: (514) 878-7220
THE TORONTO-DOMINION BANK	BANK OF MONTREAL
Per:	Per:
Per:	Per:
Address: Corporate and Investment Banking 500 St. Jacques, 9th floor Montreal, Quebec H2Y 1S1	Address: Loan Products Group Investment and Corporate Banking 1 First Canadian Place, 4th floor Toronto, Ontario M5X 1H3
Attention: Manager	Attention: Vice-President
Tel: (514) 289-0102 Fax: (514) 289-0788	Tel: (416) 359-6873 Fax: (416) 359-7796

94

BANK OF AMERICA, N.A. CANADA BRANCH	ROYAL BANK OF CANADA, as Agent
Per:	Per:
	Per:
Address: Global Corporate and Investment Banking 200 Front St. West, Suite 2700 Toronto, Ontario M5V 3L2	Address: 200 Bay Street, 12th floor South Tower, Royal Bank Plaza Toronto, Ontario M5J 2W7
Attention: Vice-President	Attention:
Tel: (416) 349-5352 Tel: Fax: (416) 349-4283	(416) 842-3901 Fax: (416) 842-4023
CANADIAN IMPERIAL BANK OF COMMERCE	THE BANK OF NOVA SCOTIA
Per:	Per:
Per:	Per:
Address: 161 Bay Street, 8th Floor BCE Place Toronto, Ontario M5J 2S8	Address: P.O. Box 4085, Station A 40 King St. West, Scotia Plaza 62nd floor Toronto, Ontario, M5W 2X6
Attention: Director	Attention: Director
Telephone: (416) 594-8246 Fax: (416) 956-3816	Telephone: (416) 933-1873 Fax: (416) 866-2010

95

CITIBANK N.A., CANADIAN BRANCH
Per:
Per:
Address: Citibank Place 123 Front Street West, Suite 1900 Toronto, Ontario M5J 2M3
Attention: Manager
Tel: (416) 947-4171 Fax: (416) 947-5802
CREDIT SUISSE FIRST BOSTON, TORONTO BRANCH	CAISSE CENTRALE DESJARDINS
Per:	Per:
Per:	Per:
Address: One First Canadian Place Suite 3000 P.O. Box 301 Toronto, Ontario M5X 1C9	Address: 1 Complexe Desjardins Suite 2822 Montreal, Quebec H5B 1B3
Attention: Director	Attention:
Telephone: (416) 352-4527 Fax: (416) 352-4576	Telephone: (514) 281-7791 Fax: (514) 281-7083

96

BANK OF TOKYO-MITSUBISHI (CANADA)
Per:
Per:
Address: 600 de la Gauchetière West Suite 2780 Montreal, Quebec H3B 4L8
Attention:
Telephone: (514) 875-9261 Fax: (514) 875-9392
LAURENTIAN BANK OF CANADA	NATIONAL BANK OF CANADA
Per:	Per:
Per:	Per:
Address: 1981 McGill College Avenue Suite 1980 Montreal, Quebec H3A 3K3	Address: 1155 Metcalfe 5th floor Montreal, Quebec H3B 4B9
Attention:	Attention: Vice President
Telephone: (514) 284-4500, # 4732 Fax: (514) 284-4551	Telephone: (514) 390-7508 Fax: (514) 390-7860

97

NATIONAL CITY BANK, CANADA BRANCH

Per:                                                  

Per:                                                  

Address: 130 King St. West
Suite 2140
Toronto, Ontario
M5X 1E4

Attention: Vice-President

Telephone: (416) 361-1174, #224
Fax: (416) 361-0085

98

SCHEDULE "A" — LIST OF LENDERS AND COMMITMENTS

The Revolving Facility

Cash Management Facilities — The Toronto-Dominion Bank ("TD") — $15,000,000; if TD is no longer the Lender providing the Cash Management Facilities, its Commitment under each of the Revolving Facility and Term Facility C will also be modified so as to provide it with an equal percentage of each Facility, and each Lender will be adjusted on a pro rata basis to the extent necessary to permit such adjustment to occur.

Balance of Revolving Facility:

Lender	Commitment ($)		Commitment (%)
Royal Bank of Canada	$	10,206,800	10.2%
Bank of Montreal	$	9,176,500	9.2%
The Bank of Nova Scotia	$	9,176,500	9.2%
Bank of America N.A., Canada Branch	$	9,176,500	9.2%
Citibank N.A., Canadian Branch	$	9,176,500	9.2%
The Toronto-Dominion Bank	$	15,000,000	15%
Canadian Imperial Bank of Commerce	$	8,056,000	8.1%
Credit Suisse First Boston, Toronto Branch	$	6,035,300	6%
National City Bank, Canada Branch	$	6,035,300	6%
National Bank of Canada	$	6,035,300	6%
Caisse centrale Desjardins	$	5,085,500	5.1%
Bank of Tokyo-Mitsubishi (Canada)	$	4,325,200	4.3%
Laurentian Bank of Canada	$	2,514,600	2.5%
Total	$	100,000,000	100%

Term Facility C

Lender	Commitment ($)		Commitment (%)
Royal Bank of Canada	$	40,529,200	11.0%
Bank of Montreal	$	36,437,500	9.9%
The Bank of Nova Scotia	$	36,437,500	9.9%
Bank of America N.A., Canada Branch	$	36,437,500	9.9%
Citibank N.A., Canadian Branch	$	36,437,500	9.9%
The Toronto-Dominion Bank	$	30,614,000	8.3%
Canadian Imperial Bank of Commerce	$	31,989,000	8.7%
Credit Suisse First Boston, Toronto Branch	$	23,964,700	6.5%
National City Bank, Canada Branch	$	23,964,700	6.5%
National Bank of Canada	$	23,964,700	6.5%
Caisse centrale Desjardins	$	20,193,500	5.5%
Bank of Tokyo-Mitsubishi (Canada)	$	17,174,800	4.7%
Laurentian Bank of Canada	$	9,985,400	2.7%
Total	$	368,130,000	100%

SCHEDULE "B" — NOTICE OF BORROWING AND CERTIFICATE

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

1)    This Notice of Borrowing and Certificate is delivered to you pursuant to the credit agreement originally dated as of November 28, 2000, as amended and restated as of October 8, 2003, and as same may have been further amended (the "Credit Agreement"). All defined terms set forth in this Notice of Borrowing and Certificate shall have the respective meanings set forth in the Credit Agreement

2)    We hereby request a Cdn. $ Advance under [the Revolving Facility [or] [Term Facility C] of the Credit Agreement as follows:

(a)	Date of Advance:
(b)	Amount of Advance:
(c)	Type of Advance:
(d)	Designated Period(s) (if any):
(e)	Maturity Date(s) (if applicable):
(f)	Payment Instruction (if any):

3)    We have understood the provisions of the Credit Agreement which are relevant to the furnishing of this Notice of Borrowing and Certificate. To the extent that this Notice of Borrowing and Certificate evidences, attests or confirms compliance with any covenants or conditions precedent provided for in the Credit Agreement, we have made such examination or investigation as was, in our opinion, necessary to enable us to express an informed opinion as to whether such covenants or conditions have been complied with.

4)    WE HEREBY CERTIFY THAT, in our opinion, as of the date hereof:

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

        (b)   All of the covenants of the Borrower contained in Articles 12 and 13 of the Credit Agreement together with all of the conditions precedent to an Advance and all other terms and conditions contained in the Credit Agreement have been fully complied with.

        (c)   No Event of Default has occurred and no Default has occurred and is continuing.

Yours truly,

VIDÉOTRON LTÉE

Per:                                                    

Title:                                                  

SCHEDULE "B-1" — NOTICE OF REPAYMENT

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

1)    This notice of repayment is delivered to you pursuant to the Credit Agreement originally dated as of November 28, 2000 entered into among VIDÉOTRON LTÉE and, inter alia, Royal Bank of Canada as Agent (as amended and restated and in effect on the date hereof, the "Credit Agreement"). All defined terms set forth in this notice shall have the respective meanings set forth in the Credit Agreement.

2)    We hereby advise you that we will be repaying the sum of Cdn.$                         on                                                   as follows [indicate amount payable in respect of each Facility as well as the type of Advance to be repaid].

3)    As to an amount of Cdn. $                        , the above-mentioned payment should be treated as a [Mandatory Repayment / voluntary prepayment] under Section [8.2 / 8.3], which we understand will have the effect of reducing the amount of Term Facility            by an equal amount (or by an equivalent amount, if in US$). [If the payment is a Mandatory Repayment, provided details of the calculations used to determine the amount]

Yours truly,

VIDÉOTRON LTÉE

Per:

Title:

SCHEDULE "C" — TRANSFER AGREEMENT

TO:	(the "Agent"); and
	(the "Borrower")

        WHEREAS the Borrower entered into a Credit Agreement originally dated as of November 28, 2000 (as amended and restated, the "Credit Agreement") with the Agent, as Agent and Lender, and with other Lenders, whereby the Lenders agreed to provide the Borrower with certain credit facilities; and

        WHEREAS pursuant to and in accordance with Article 16 of the Credit Agreement a Lender may, with the prior consent of the Borrower and the Agent, assign or transfer all or any of its rights, benefits and obligations under the Credit Agreement by duly completing, executing and delivering to the Agent and to the Borrower this Transfer Agreement; and

        WHEREAS                                                   (the "Transferor") wishes to assign or transfer to                                                   (the "Assignee") the rights, benefits and obligations of the Transferor under the Credit Agreement specified herein;

        WHEREAS the Borrower and the Agent have consented in writing to such assignment or transfer pursuant to the provisions of the Credit Agreement and have reiterated their consent hereby;

NOW THEREFORE in consideration of the foregoing and of one dollar ($l.00) and other good and valuable consideration, the receipt of which is hereby acknowledged, the signatories hereto agree as follows:

1.    All capitalized terms defined in the Credit Agreement and not otherwise defined herein have the same meaning as in the Credit Agreement.

2.    The Transferor assigns and transfers to the Assignee the following rights, benefits and obligations, without warranty (the "Transfer"):

(description of the transferred rights, benefits and obligations, indicating retained interest or fees, if applicable, extent of the Assignee's interest and any applicable arrangements if any Libor Advances or BA Advances are outstanding at the time of the Assignment)

(the "Transferred Rights" and the "Transferred Obligations", as applicable). The Transfer shall be effective as of                                                  ,             .

3.    If the Advances made by the Assignee are less than the proportionate share of all Advances based on the Commitment of the Assignee in the Credit, the Assignee shall, on demand, indemnify the Transferor in respect of the principal amount of the corresponding Advances made by the Transferor in excess of the Transferor's Commitment. The Advances in respect of which the Assignee is bound to indemnify the Transferor are set out in Schedule "B" hereto. On the effective date of the Transfer, the Transferor shall pay to the Assignee the indemnity fees in respect of [BA Advances, Discount Notes and Libor Advances] in the amounts specified in Schedule "B" during the period in which the Assignee is to indemnify the Transferor.

4.    The Assignee accepts the Transfer and assumes the Transferred Obligations without novation and without warranty (the "Assumption"). The Assignee acknowledges and accepts that the Assignee and the Agent are solidary creditors of the Borrower and the Guarantors in respect of all amounts, liabilities and other obligations, present and future, of the Borrower and the Guarantors to each of them under the Credit Agreement and the Derivative Instruments as contemplated by Section 18.1.2 of the Credit Agreement and in accordance with Article 1541 of the Civil Code of Quebec.

5.    The Transfer and the Assumption are governed by and subject to Article 16 of the Credit Agreement.

6.    The Transferor and the Assignee acknowledge that arrangements have been made between them as to the portion, if any, of Fees and interest received or to be received by the Transferor pursuant to the Credit Agreement and to be paid by the Transferor to the Assignee.

7.    The Assignee acknowledges and confirms that it has not relied upon and that neither the Transferor nor the Agent has made any representation or warranty whatsoever as to the due execution, legality, effectiveness, validity or enforceability of the Credit Agreement or any other documentation or information delivered by the Transferor or the Agent to the Assignee in connection therewith or for the performance thereof by any party thereto or for the performance of any obligation by any Subsidiary or for the financial condition of the Borrower or of any Subsidiary. All representations, warranties and conditions expressed or implied by law or otherwise are hereby excluded.

8.    The Assignee represents and warrants that it has itself been, and will continue to be, solely responsible for making its own independent appraisal of and investigation into the financial condition, creditworthiness, affairs, status and nature of the Borrower and has not relied and will not hereafter rely on the Transferor and/or the Agent to appraise or keep under review on its behalf the financial condition, creditworthiness, affairs, status or nature of the Borrower. The Assignee acknowledges and agrees that it has no right to obtain any non-public information directly from the Borrower and that it will request any information it requires solely from the Agent.

9.    Each of the Transferor and the Assignee represents and warrants to the other and to the Agent, the other Lenders and the Borrower, that it has the right, capacity and power to enter into the Transfer and the Assumption in accordance with the terms hereof and to perform its obligations arising therefrom, and all action required to authorize the execution and delivery hereof and the performance of such obligations has been duly taken.

10.    This Transfer Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec, Canada.

11.    The parties confirm having requested that this document be drafted in the English language. Les parties confirment avoir requis que ce document soit rédigé en langue anglaise.

12.    Following the Transfer and Assumption, Schedule "A" to the Credit Agreement will be replaced by Schedule "A" annexed hereto.

AND THE PARTIES HAVE SIGNED AS OF                                                  , 200    .

THE BANK                                                  , as Transferor	, as Assignee
Per:	Per:
Per:	Per:
CONSENTED TO AND ACKNOWLEDGED:
THE BANK                                                  , as Agent	, as Borrower
Per:	Per:
Per:	Per:

SCHEDULE "D" — GUARANTEE

[Previously delivered]

SCHEDULE "E" — SHARE PLEDGE

[Previously delivered]

SCHEDULE "F" — OFFICER'S CERTIFICATE

I, the undersigned,                                         , the                                         , of Vidéotron Ltée (the "Borrower"),
do hereby certify as follows:

(a)

I have taken cognizance of all the terms and conditions of the Credit Agreement (the "Credit Agreement") originally dated as of November 28, 2000 and amended and restated on October 8, 2003, entered into, inter alia, among the Borrower, Royal Bank of Canada, as Agent and Lender, and the Lenders party thereto, as well as of all contracts, agreements and deeds pertaining thereto; and



(b)

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



(c)

the corporate structure of Quebecor Media Inc. and the VL Group is as set out in the diagram attached to this certificate;



(d)

each member of the VL Group holds the permits, Licences, licences and authorizations required in order to permit it to possess its property and its real estate and to carry on its business in the manner in which it is being carried on at present; and



(e)

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

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

Executed at the City of Montreal, Province of Quebec this            day of    •    , 2003.

Encl.

SCHEDULE "G" — LEGAL OPINION (Initial Closing)

[Previously delivered]

SCHEDULE "G-1" — LEGAL OPINION (Post Regulatory Approval)

[Previously delivered]

SCHEDULE "H" — EXISTING SECURITY

[Previously delivered]

SCHEDULE "I" — PROPERTY OF THE VL GROUP

The following comprises a list of substantially all of the immovables owned by members of the VL Group. A full description of all immovable property owned by members of the VL Group (which is not already subject to the Security) will be furnished to the Agent on or prior to the Sixth Amendment Closing Date.

SCHEDULE "I" — PROPERTY OF THE VL GROUP

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

i)	Vidéotron Ltée
–	Rang 3 Nord-Est Lot 28A-3-1	Armagh
–	House Hill Road	Beebe Plain
–	535, boul. Frontenac (Route 112)	Black Lake
–	rue Laliberté	Black Lake
–	365, rue St-Désiré	Black Lake
–	rue Briquade	Blainville
–	Rang 10 Nord	Buckland*
–	42, rue Pelletier	Cabano
–	144, rue St-Laurent	Cap-De-La-Madeleine*
–	221, boul. Springer	Chapais
–	385, rue Gagnon	Chibougamau
–	59, rue William ouest	Chicoutimi
–	111, rue Vallillée	Chute-aux-Outardcs
–	306, chemin Bellevue	Coaticook
–	Lot 47-1 du rang 5	Colombier
–	1708, rue Marie-Victorin	Contrecoeur
–	1370, rue des Érables	Dolbeau
–	271, rue Notre-Dame	Donnacona
–	2785, chemin St-Antoine	Dorion-Vaudreuil*
–	Rang 4	East Angus
–	611, rue Cowie	Granby

*    only the building is owned by Vidéotron Ltée

*    only the building is owned by Vidéotron Ltée

–	20, rue Principale	Joly*
–	27, rue Claude-Jodoin	Kirkland
–	88, avenue Bouchard	La Pocatière
–	1541, Chemin Saint-Charles	Lachenaie
–	3665, boul. Ste-Rose (Bâtisse)	Laval
–	1, rue de la Station	Laval (Vimont)
–	432, rue Félix-Declos	Le Gardeur
–	15, rue St-Edouard	Lotbinière*
–	397, boul. St-Jean-Baptiste	Mercier*
–	Partie du Lot 45A-54, du rang 1	Métabetchouan
–	157, rue Villeneuve	Mont-Laurier
–	14165, rue Cherrier	Montréal
–	150, rue Beaubien ouest	Montréal
–	Terrain	Notre-Dame-des-Laurentides
–	4761, ave. Desjardins	Paroisse de la Dore
–	Lot 52-14-2, Rang IV, Lot 31-18-21, Rang 1	Pointe-Lebel
–	638, rue Principale	Ponenegamook
–	2200, rue Jean-Perrin	Québec
–	Rang l, lot 31-18-21	Ragueneau
–	rue Lafontaine	Rivière-du-Loup
–	285, chemin Fraserville	Rivière-du-Loup
–	Site d'antenne (Partie du lot 169)	Rivière-Malbaie
–	Lot 661	Rivière Malbaie
–	Lot 808	Saint-Anne de La Pocatière

*    only the building is owned by Vidéotron Ltée

–	138-4 de la circonscription foncière de l'Islet	Saint-Cyrille et Saint-Damase
–	10, rue Beaudet	Saint-Édouard-de-Lotbinière
–	Rang 4 lot 12A-27	Saint-Paul-de-Montmigny
–	Lot 27-3 Rang A	Saint-Perpétue
–	150, rue St-David	Saint-Siméon
–	2830, rue Galt ouest	Sherbrooke
–	5700, route Bouleaux	Shipshaw
–	254, chemin des Patriotes	Sorel
–	273, rue Sheppard	Sorel
–	rue Rang 9	St-Adrien D'Ireland
–	35, route 277	St-Anselme
–	969, boul. St-Antoine	St-Antoine-Des-Laurentides*
–	495, rue Grand Boulevard est	St-Bruno
–	Rang 1, Canton Ashford	St-Damase de L'Islet
–	Lot 189-11 et Rang 9-A-6	St-Donat
–	Côte-Sainte-Anne	Ste-Anne-de-Beaupré
–	1258, boul. Sacré-Coeur	St-Félicien
–	1193, rue Dufresne	St-Félicien
–	Rang 9-A-6 rang 4	St-Gabriel
–	Site	St-Grégoire
–		St-Honoré
–	223, Chemin des Iles	Lévis
–	Lots 7 & 8	St-Honoré
–	3700, boul. Losem	St-Hubert
–	3750, rue Richelieu	St-Hubert

*    only the building is owned by Vidéotron Ltée

–	2835, boul. Pitfield	St-Laurent
–	203, rue du Parc	St-Pascal
–	4002, rue Ethel	Verdun
–	Sites d'antennes (200,314)	Victoriaville
–	290, rue Notre-Dame (Bâtisse)	Victoriaville
–	290, rue Notre-Dame (Stationnement)	Victoriaville
–	Partie lot 44 rang du Cap-À-L'Aigle	Village de Cap-À-L'Aigle
–	The cable television networks and cable lines and systems.
ii)	Vidéotron (Laurentien) Ltée (now Vidéotron (Régional) Ltée)
–	Lot C	Ange-Gardien
–	Lot G Concession 9	Rockland
–	Partie 18B	Gatineau
–	190, rue Edmonton	Hull
–	31, rue Comeau	Maniwaki
–	169, rue Cavanaugh	Maniwaki
iii)	CF Cable TV Inc.
•	The cable television networks and cable lines and systems including, without limiting the foregoing, land file 65-B-1 and 64-B-1 opened at the Register of Public Service Networks and Immovables situated in territory without a cadastral survey of the Registration Division of Montreal and Laval, respectively.
iv)	Vidéotron (RDL) Ltée (now Vidéotron (Régional) Ltée)
•	The cable television networks and cable lines and systems including, without limiting the foregoing,
(a)	land file 015-B-001 and 015-B-003 opened at the Register of Public Service Networks and Immovables situated in territory without a cadastral survey of the Registration Division of Bellechasse,
(b)	land file 10-B-1, 10-B-2 and 10-B-3 opened at the Register of Public Service Networks and Immovables situated in territory without a cadastral survey of the Registration Division of Kamouraska,

(c)	land file 13-B-1, 13-B-2, 13-B-3, 13-B-4 and 13-B-5 opened at the Register of Public Service Networks and Immovables situated in territory without a cadastral survey of the Registration Division of L'Islet,
(d)	land file 14-B-1, 14-B-4, 14-B-7 and 14-B-8 opened at the Register of Public Service Networks and Immovables situated in territory without a cadastral survey of the Registration Division of Montmagny,
(e)	land file 09-B-6, 09-B-7 and 09-B-8 opened at the Register of Public Service Networks and Immovables situated in territory without a cadastral survey of the Registration Division of Témiscouata,
(f)	land file 017-B-12 and 017-B-21 opened at the Register of Public Service Networks and Immovables situated in territory without a cadastral survey of the Registration Division of Montmorency,
(g)	land file 020-B-2 opened at the Register of Public Service Networks and Immovables situated in territory without a cadastral survey of the Registration Division of Quebec.
v)	Vidéotron (Richelieu) Ltée (now Vidéotron (Régional) Ltée)
•	The cable television networks and cable lines and systems including, without limiting the foregoing,
(a)	land file 59-B-5 opened at the Register of Public Service Networks and Immovables situated in territory without a cadastral survey of the Registration Division of Coaticook,
(b)	land file 25-B-9 opened at the Register of Public Service Networks and Immovables situated in territory without a cadastral survey of the Registration Division of Compton,
(c)	land file 50-B-02 opened at the Register of Public Service Networks and Immovables situated in territory without a cadastral survey of the Registration Division of Richelieu,
(d)	land file 35-B-06 and 35-B-07 opened at the Register of Public Service Networks and Immovables situated in territory without a cadastral survey of the Registration Division of Richmond,
(e)	land file 36-B-5 and 36-B-6 opened at the Register of Public Service Networks and Immovables situated in territory without a cadastral survey of the Registration Division of Sherbrooke.
vi)	Télé-Câble Charlevoix (1977) Inc.
•	The cable television networks and cable lines and systems including, without limiting the foregoing,
(a)	land file 11-B-01, 11-B-03, 11-B-09 and 11-B-10 opened at the Register of Public Service Networks and Immovables situated in territory without a cadastral survey of the Registration Division of Charlevoix No. 1,

(b)	land file 28-B-1 opened at the Register of Public Service Networks and Immovables situated in territory without a cadastral survey of the Registration Division of Lotbinière,
(c)	land file 07-B-08 and 07-B-20 opened at the Register of Public Service Networks and Immovables situated in territory without a cadastral survey of the Registration Division of Rimouski,
(d)	land file 97-B-17, 97-B-18 and 97-B-20 opened at the Register of Public Service Networks and Immovables situated in territory without a cadastral survey of the Registration Division of Saguenay,
2.	List of premises occupied by members of the VL Group:
i)	Vidéotron Ltée
–	Chemin Beaudoin	Beebe
–	650, chemin du Lac	Boucherville
–	188, rue Fusey	Cap-De-La-Madeleine
–	21, rue Racine ouest	Chicoutimi
–	1, rue Mont Saint-Claire	Chicoutimi
–	5025, ave. Notre-Dame-De-Grâces	Côte-St-Luc
–	Rue Chemin St-Antoine	Dorion-Vaudreuil
–	745, 43ième avenue	Dorval
–	Mont-Murray	Grand Fonds
–	3750, rue Hardwood	Hudson
–	Partie du lot 12	Lac Ha Ha
–	3665, boul. Ste-Rose (Terrain)	Laval
–	317, rue Marion	Le Gardeur
–	20A, rue de la Rivière	Les Escoumins
–	830, de l'Église	St-Romuald
–	Partie des lots P-159 et P-160	Mont St-Grégoire
–	8147, rue Sherbrooke est	Montréal
–	300, rue Viger est	Montréal
–	7355, rue Coffee	Montréal

–	1000, rue St-Denis	Montréal
–	1755, boul. René-Lévesque est	Montréal
–	26, route rurale 225	Noyan
–	1700, chemin Oka	Oka
–	150, boul. René-Lévesque est #150	Québec
–	Chemin Albert	Sacré-Coeur
–	3330, rue King ouest	Sherbrooke
–	571, rue Rhimbault	Sorel
–	219E, chemin Rivière-Du-Nord	St-Canut
–	65, rue Des Fresnes	Ste-Anne-Des-Plaines
–	420, boul. Industriel	St-Jean-sur-Richelieu
–	662, Montée du Village	St-Joseph-Du-Lac
–	3598, rue Bernard-Pilon	St-Mathieu-De-Beloeil
–	Lot 122	St-Pascal de Kamouraska
–	339, boul. St-Vallier	St-Vallier
–	90, rue Charbonneau	Vaudreuil-Dorion
ii)	Vidéotron (Laurentien) Ltée (now Vidéotron (Régional) Ltée)
–	170, rue Edmonton	Hull
iii)	Le SuperClub Vidéotron Ltée et Groupe de Divertissement SuperClub Inc. (Quebec, New-Brunswick)
–	Les Terrasses Langelier, Siège social, suite 500	Province de Québec
–	4245, rue Jean-Talon Est	St-Léonard H1S 1J9
–	3101, rue Masson	Montréal H1Y 1X9
–	100, boul. Brien, local 100	Repentigny J6A 5N4
–	180, boul. d'Anjou	Châteauguay J6K 4Y7
–	2930, Chemin Chambly	Longueuil J4L 1N2
–	2151, boul. des Laurentides	Vimont H7M 4M2

–	3476, boul. Des Sources	Dollard-Des-Ormeaux H9B 1Z9
–	1027, boul. St-Joseph	Drummondville J2C 2C4
–	1330, av. du Mont-Royal Est	Montréal H2J 1Y5
–	1, rue Dufferin	Valleyfield J6S 1X9
–	481, boul. des Laurentides	St-Antoine J7Z 4L9
–	2309, rue St-Hubert	Jonquière G7X 5N6
–	803A, Curé-Labelle	Blainville J7C 3P5
–	5500, boul. de la Rive-Sud, bureau 140	Lévis G6V 4Z2
–	8256, Maurice Duplessis	Rivière-des-Prairies H1E 3A3
–	5101, Henri-Bourassa	Montréal-Nord H1G 2S4
–	10410, Pie-IX	Montréal-Nord H1H 3Z8
–	8675 Viau	St-Léonard H1R 2T9
–	9501, Christophe-Colomb	Montréal H2M 2E3
–	6112 Sherbrooke ouest	Montréal H4A 1Y3
–	66 Jacques Cartier Nord	Sherbrooke J1J 2Z8
–	5852, Léger	Montréal-Nord H1G 1K8
–	965, d'Auteuil	Duvernay, Laval H7E 5J7
–	6425, rue Beaubien	Montréal H1M 1B1
–	2575, Provost	Lachine H8S 1R2
–	2635, Van Horne, loc. 028	Montréal H3S 2L2
–	4260, Ste-Catherine est	Montréal H1V 1X6
–	16, rue St-Paul Est	Ste-Agathe-des-Monts J8C 3M3
–	100, Dresden	Ville Mont-Royal H3P 2B6
–	5253, avenue du Parc	Montréal H2V 4P2
–	305 Sherbrooke ouest	Montréal H2X 1Y1
–	400, boul. du Séminaire	St-Jean J3B 5L2

–	5178, Queen Mary	Montréal H3W 1X5
–	5245, boul. Cousineau	St-Hubert J3Y 6J8
–	96, rue Principale Est	Ste-Agathe-des-Monts J8C 1J8
–	1221 Prospect Street East	Fredericton, New-Brunswick E3B 3B9
–	2033 rue Principale, local 106	Ste-Julie J3E 1W1
–	168, 25e Avenue	St-Eustache J7P 2V2
–	354, boul. Arthur-Sauvé	St-Eustache J7R 2J3
–	241, boul. Samson, local 20	Ste-Dorothée H7X 3B4
–	400 route 132, local 150	St-Constant J5A 2J8
–	2020, boul. René-Gaultier, Galerie Varennes	Varennes J3X 1N9
–	5800, Cavendish, local D-1B	Côte St-Luc H4W 2T5
–	405, rue St-Jovite	Mont-Tremblant J8E 2Z9
–	690, chemin de St-Jean	La Prairie J5R 2L4
–	7579, boul. Newman	LaSalle H8N 1X3
–	541, boul. Curé-Labelle	Chomedey H7V 2T3
–	4230, boul. St-Jean #105	Dollard-des-Ormeaux H9H 1X3
–	11857, boul. Pierrefonds	Pierrefonds H9A 1A1
–	1770, de L'Église	Ville-Émard H4E 3W1
–	5000, Wellington	Verdun H4G 1X9
–	3698, boul. Taschereau	Greenfield Park J4V 2H8
–	4326, 1ère Avenue	Charlesbourg G1H 2S6
–	1300, boul. St-Jean Baptiste	Montréal HlB 4A4
–	2588, Chemin Chambly	Longueuil J4L 1M5
–	3730, rue Ontario	Montréal H1W 1S2
–	5645 Grande-Allée	Brossard J4Z 3G3
–	8200, boul. Taschereau, local 1255	Brossard J4X 1C2

–	4600, boul. Samson	Chomedey H7W 2H3
–	5144, rue Frontenac	Lac Mégantic G6B 1H3
–	1116, Vachon Nord Galeries de la Chaudière	Ste-Marie de Beauce G6E 1N7
–	5224, boul. de la Rive-Sud	Lévis G6V 4Z2
–	1600, avenue Dollard	LaSalle H8N 1T6
–	4526, rue St-Laurent	Montréal H2T 1R3
iv)	Câblage QMI Inc., Vidéotron TVN Inc. and Société d'Édition et de Transcodage T.E. Ltée
	Ces entités sont tous des sous-locataires dans le 300, rue Viger est.
v)	Vidéotron (1998) Ltée
	Aucune propriété n'appartient ou n'est occupée par cette entité.

SCHEDULE I (Part 2)

List of Non-Material Real Estate (Section 13.3)

No	Adresse de l'immeuble	Ville	Circonscription foncière	Valeur
022	495, rue Grand Boulevard est	Saint-Bruno	Chambly	2 220  $
055	14165, rue Cherrier	Montréal	Montréal	71 900  $
062	Lot 556-13, 556-14	Cap-de-la-Madeleine		52 000  $
067	Lot 601-1-2	Nontre-Dame-des-Laurentides	Charlesbourg	36 000  $
177	535, boul. Frontenac (route 112)	Black Lake	Thetford	13 000  $
178	rue Laliberté	Black Lake	Thetford	10 500  $
180	Rang 9	Saint-Adrien d'Ireland	Thetford	6 000  $
183	15, rue Saint-Édouard	Lotbinière	Lotbinière	10 800  $
184	20, rue Principale	Joly	Lotbinière	7 500  $
218	5700, route Bouleaux	Shipshaw	Chicoutimi	7 000  $
232	Rang 10 nord	Buckland	Bellechasse	2 900  $
246	1708, rue Marie-Victorin	Contrecoeur	Verchères	14 000  $
329	1799, ave De la Montagne ouest	Val Bélair	Québec	8 000  $
330	3, Concession	Val Bélair	Québec	6 100  $
344	Rang 4	East Angus	Compton	1 000  $
345		Cowansville	Missisquoi	10 000  $
347	273, rue Sheppard	Sorel	Richelieu	6 470  $
348	Lot 981-2 canton de Shefford	Warterloo	Shefford	14 700  $
356	500, boul. Beaupré #547	Sainte-Anne-de-Beaupré	Montmorency	70 000  $
357	275 à 283, rue Lafontaine	Rivière-du-Loup	Témiscouata	290 000  $
362		St-Honoré	N/P	15 800  $
371	10, rue Beaudet	Saint-Édouard-de-Lotbinière	Lotbinière	4 600  $
377	Lot 808, Rang 3 ouest	Sainte-Anne-de-la-Pocatière	Kamouraska	1 900  $
380	Lots 7 & 8	Saint-Honoré	Témiscouata	400 $
381	Lot 51-24-2	Pointe-Lebel	Saguenay	4700  $
382	Lot 31-18-21, Rang I	Ragueneau	Rimouski	10 000  $
383	Lot-189-11	Saint-Donat	Rimouski	10 000  $
385	Partie lot 44 rang du Cap-à-l'Aigle	Village de Cap-à-l'Aigle	Charlevoix No. 1	7 000  $
388	rue Saint-Charles,	Armagh	Bellechasse	1 500  $
402	300, avenue Bethany	Lachute	Argenteuil	10 000  $
N/D	1060, rue des Pins	Lachenaie	L'Assomption	42 000  $

SCHEDULE "J" — OFFICER'S COMPLIANCE CERTIFICATE

TO: ROYAL BANK OF CANADA, as Agent

        We have reviewed the Credit Agreement originally dated as of November 28, 2000 entered into among VIDÉOTRON LTÉE, Royal Bank of Canada, as Agent and the Lenders (as defined in the Credit Agreement, as amended and restated on October 8, 2003, and as modified, supplemented, amended or amended and restated from time to time, the "Credit Agreement") and hereby certify that:

(i)

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



(iii)

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

        We attach a Compliance Certificate demonstrating the Borrower's compliance with the financial covenants listed in subsections 12.11.1, 12.11.2, 12.11.3 and 12.11.4 of the Credit Agreement for the latest period required under subsection {12.15.1 — quarterly} {12.15.2 — annual} {choose one}. In addition, we attach a list of any increases in the maximum amount of any Guarantee provided by a member of the VL Group that is limited by applicable Law.

Name and Title

Date:

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

COMPLIANCE CERTIFICATE

Maintenance of Ratios (Section 12.11)

Quarter ending

1.	Leverage Ratio (Debt to EBITDA)
	(A)    Debt of the VL Group	$
	(B)    EBITDA	$
	*Ratio of Debt to EBITDA (A/B) =
2.	Interest Coverage Ratio
	(B)    EBITDA	$
	(D)    Interest Expense	$
	Ratio of EBITDA to Interest Expense (B/D) =
3.	Debt Service Coverage Ratio
	(B)    EBITDA	$
	(E)    Debt Service	$
	Ratio of EBITDA to Debt Service (B/E) =
4.	Senior Secured Debt Coverage Ratio
	Senior Secured Debt under: (a)    Credit Agreement	$
	(b)    CF Cable Notes	$
	(c)    Negative Value of Derivative Instruments	$
	(d)    Other Debt supported by a Charge	$
	(B)    EBITDA	$
	Ratio of Debt under the Credit Agreement to EBITDA =

Calculation of Debt (A)

	Borrowed money (excluding QMI Subordinated Debt)	$
plus
	Negative Value of Derivative Instruments	$
plus
	Deferred purchase price	$
plus
	Obligations secured by Charges	$
plus
	Capital and Synthetic Leases	$
plus
	Contingent Obligations	$
plus
	B/A's, letters of credit and Guarantees	$
equals
	DEBT (A):		$
Calculation of Debt Service
	(i)    Interest Expense (D) (four quarter trailing)	$
plus
	(ii)    Scheduled repayments of long-term Debt	$
equals
DEBT SERVICE (E)			$

Calculation of EBITDA

	(i)    Net income or loss of VL Group	$
plus
	(ii)    non-controlling interests	$
plus
	(iii)    extraordinary items	$
plus
	(iv)    Interest Expense	$
plus
	(v)    Income tax expense	$
plus
	(vi)    Depreciation and amortization	$
plus or minus
	(vi)    Forex translation gains / losses	$
plus
	(vi)    Non-cash financial charges	$
equals
	EBITDA (B)		$

List of increases in any limited Guarantees

Name of Guarantor Amount of existing Guarantee Increase in amount

[Please see attached Officer's Certificate for computations and details]

SCHEDULE "K" — LIMITS TO CERTAIN GUARANTEES AS AT THE PHASE II DATE

[Previously delivered]

SCHEDULE "K" (Part 2, subsection 10.2.5) — LIMITS TO CERTAIN GUARANTEES AS AT THE SIXTH AMENDMENT CLOSING DATE

GUARANTOR (Quebec Companies only)	ABILITY TO PAY DEBTS WHEN DUE (Y/N)	BOOK VALUE OF ASSETS	REALIZABLE VALUE OF ASSETS	LIABILITIES	ISSUED AND PAID-UP SHARE CAPITAL ACCOUNT	RESULT
Vidéotron TVN Inc.	Y	$86,457,253	$198,496,913	$23,219,687	$31,557,128	$143,720,098
Le SuperClub Vidéotron ltée	Y	$39,294,000	$90,999,000	$11,279,000	$7,232,000	$72,488,000
Groupe de divertissement SuperClub Inc.	Y	$1,000	$1,000	$0	$1,000	$0
Vidéotron (1998) ltée	Y	$140,318,744	$743,657,247	$123,576,118	$11,869,041	$608,212,088
Vidéotron (Régional) ltée	Y	$367,436,826	$235,574,015	$45,192,366	$333,641,527	($11,397,067)
Télé-Cable Charlevoix (1977) inc.	Y	$13,000	$13,000	$0	$20,000	($7,000)

Notes:

1 Based on unaudited unconsolidated balance sheet as at August 31, 2003, except for Télé-Câble Charlevoix (May 31, 2003) and Groupe de Divertissement SuperClub inc. (Dec. 31, 2002)

SCHEDULE "L" — GUARANTORS AS AT JUNE 29, 2001

[Previously delivered]

SCHEDULE "M"
MEMBERS OF THE VL GROUP AS AT THE
SIXTH AMENDMENT CLOSING DATE

VIDÉOTRON LTÉE

CABLÂGE QMI INC.

VIDÉOTRON TVN INC.

LE SUPERCLUB VIDÉOTRON LTÉE

GROUPE DE DIVERTISSEMENT SUPERCLUB INC.

VIDÉOTRON (1998) LTÉE

SOCIÉTÉ D'ÉDITION ET DE TRANSCODAGE T.E. LTÉE

CF CÂBLE TV INC./CF CABLE TV INC.

VIDÉOTRON (RÉGIONAL) LTÉE/VIDEOTRON (REGIONAL) LTD.

TÉLÉ-CÂBLE CHARLEVOIX (1977) INC.

GUARANTORS AS AT THE SIXTH AMENDMENT CLOSING DATE

VIDÉOTRON TVN INC.

CÂBLAGE QMI INC.

LE SUPERCLUB VIDÉOTRON LTÉE

GROUPE DE DIVERTISSEMENT SUPERCLUB INC.

VIDÉOTRON (1998) LTÉE

CF CÂBLE TV INC./CF CABLE TV INC.

VIDÉOTRON (RÉGIONAL) LTÉE/VIDEOTRON (REGIONAL) LTD.

TÉLÉ-CÂBLE CHARLEVOIX (1977) INC.

QUEBECOR MEDIA INC., under a limited recourse guarantee (limited to a pledge of the shares of the Borrower).

SCHEDULE "N" — FORM OF SUBORDINATION AGREEMENT FOR
BACK-TO-BACK SECURITIES

This SUBORDINATION AGREEMENT is dated as of    •    , 200    •    (the "Agreement").

To: Royal Bank of Canada, for itself and as Agent under the Credit Agreement (defined below) for the Lenders (the "Agent"), Videotron Ltee, a Quebec company (the "Obligor"), as obligor under the    •    dated as of    •    , and     •    in the principal amount of $    •    and $    •    , respectively, made by the Obligor in favour of    •    (the "Subordinated Notes"), and    •    , as holder (the "Holder") of the Subordinated Notes, for ten dollars and other good and valuable consideration received by each of the Obligor and the Holder from the Agent and by each of the Obligor and the Holder from the other, agree as follows:

1.     Interpretation.

        (a)   "Cash, Property or Securities". "Cash, Property or Securities" shall not be deemed to include securities of the Obligor or any other Person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided herein with respect to the Subordinated Notes, to the payment of all Senior Indebtedness which may at the time be outstanding; provided, however, that (i) all Senior Indebtedness is assumed by the new Person, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment.

        (b)   "payment in full". "payment in full", with respect to Senior Indebtedness, means the receipt on an irrevocable basis of cash in an amount equal to the unpaid principal amount of the Senior Indebtedness and premium, if any, and interest and any special interest thereon to the date of such payment, together with all other amounts owing with respect to such Senior Indebtedness.

        (c)   "Senior Indebtedness". "Senior Indebtedness" means, at any date all indebtedness (including, without limitation, any and all amounts of principal, interest, special interest, additional amounts (including amounts owed under any Derivative Instrument entered into with a Lender, as defined in the Credit Agreement), premium, fees, penalties, indemnities and "post-petition interest" in bankruptcy and any reimbursement of expenses) under (1) the Indenture described as the "US$335,000,000    •    % Indenture dated as of    •    , including, without limitation, the "Notes", the "Subsidiary Guarantees", the "Exchange Notes", the "Additional Notes" and any Guarantee of the Exchange Notes or the Additional Notes (in each case, as defined in the Indenture) and (2) the Amended and Restated Credit Agreement, originally dated as of November 28, 2000, as amended and restated as of October 8, 2003, among the Obligor, the Lenders as defined therein, and Royal Bank of Canada, as administrative agent (the "Credit Agreement"; capitalized terms used herein without definition having the meanings set forth therein).

2.    Agreement Entered into Pursuant to Credit Agreement.    The Obligor, the Agent and the Lenders are entering into this Agreement pursuant to the provisions of the Credit Agreement, pursuant to which Videotron Ltee has borrowed Cdn.$368,130,000 and has additional borrowings available of Cdn.$100,000,000 (the "Credit").

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

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

        (b)   Liquidation, Dissolution or Bankruptcy.

(i)

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



(A)

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



(B)

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



(C)

in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Obligor of any kind or character, whether in Cash, Property or Securities, shall be received by the Holder before all Senior Indebtedness is paid in full, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the Agent on behalf of the holders of Senior Indebtedness under the Credit Agreement, as their interests may appear, for application to the payment of all Senior Indebtedness under the Credit Agreement until all such Senior Indebtedness shall have been paid in full after giving effect to any concurrent payment or distribution to the holders of Senior Indebtedness under the Credit Agreement in respect of such Senior Indebtedness.

(ii)

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

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

(i)

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



(ii)

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



(iii)

affect the relative rights of the holders of Senior Indebtedness among themselves or opposite the Obligor under the Credit Documents; or



(iv)

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

        (d)   Subordination May Not Be Impaired.

(i)

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



(ii)

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



(iii)

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

        (g)   Holder Entitled to Rely.

Upon any payment or distribution pursuant to this Section 3, the Holder shall be entitled to rely (i) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 3(b) are pending, (ii) upon a certificate if the liquidating trustee or agent or other person in such proceedings making such payment or distribution to the Holder or its representative, if any, or (iii) upon a certificate of the Agent or any representative (if any) of the holders of Senior Indebtedness for the purpose of ascertaining the persons entitled to participate in such payment or distribution, the holders of the Senior Indebtedness and other indebtedness of the Obligor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section 3.

4.    Enforceability.    Each of the Obligor and the Holder represents and warrants that this Agreement has been duly authorized, executed and delivered by each of the Obligor and the Holder and constitutes a valid and legally binding obligation of each of the Obligor and the Holder, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; and on the date hereof, the Holder shall deliver an opinion or opinions of counsel to such effect to the Agent for the benefit of the Lenders.

5.     Miscellaneous.

        (a)   Until payment in full of all the Senior Indebtedness, the Obligor and the Holder agree that no amendment shall be made to any of the Subordinated Notes which would affect the rights of the holders of the Senior Indebtedness.

        (b)   This Agreement may not be amended or modified in any respect, nor may any of the terms or provisions hereof be waived, except by an instrument signed by the Obligor, the Holder and the Agent.

        (c)   This Agreement shall be binding upon each of the parties hereto and their respective successors and assigns and shall inure to the benefit of the Agent and each and every holder of Senior Indebtedness and their respective successors and assigns.

        (d)   This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

        (e)   The Holder and the Obligor each hereby irrevocably agrees that any suits, actions or proceedings arising out of or in connection with this Agreement may be brought in any state or federal court sitting in The City of New York or any court in the Province of Quebec and submits and attorns to the non-exclusive jurisdiction of each such court.

        (f)    The Holder and the Obligor will whenever and as often as reasonably requested to do so by the Agent, do, execute, acknowledge and deliver any and all such other and further acts, assignments, transfers and any instruments of further assurance, approvals and consents as are necessary or proper in order to give complete effect to this Agreement.

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

        If to the Obligor:

            •    

        If to the Holder:

            •    

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

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

•
by:	Name:    • Title:    •
•
by:	Name:    • Title:    •

TABLE OF CONTENTS

1.	INTERPRETATION		1
	1.1	Definitions	1
	1.2	Interpretation	25
	1.3	Currency	25
	1.4	Generally Accepted Accounting Principles	26
	1.5	Division and Titles	26
2.	THE CREDIT		26
	2.1	The Facilities	26
	2.2	The Revolving Facility	26
	2.3	Term Facility C	26
3.	PURPOSE		27
	3.1	Purpose of the Advances	27
4.	ADVANCES, CONVERSIONS AND OPERATION OF ACCOUNTS		27
	4.1	Notice of Borrowing — Direct Advances	27
	4.2	LIBOR Advances and Conversions	28
	4.3	Cash Management Facilities	28
	4.4	Operation of Accounts	28
	4.5	Apportionment of Advances	29
	4.6	Limitations on Advances	29
	4.7	Notices Irrevocable	29
	4.8	Market for Bankers' Acceptances and Libor Advances	29
	4.9	Suspension of BA Advance and Libor Advance Option	30
	4.10	Limits on BA Advances and Libor Advances	30
	4.11	Specific Clause with Regard to Foreign Lenders	30
5.	INTEREST AND FEES		31
	5.1	Interest on the Prime Rate Basis	31
	5.2	Payment of Interest on the Prime Rate Basis	31
	5.3	Interest on the Libor Basis	31
	5.4	Payment of Interest on the Libor Basis	31
	5.5	Limits to the Determination of LIBOR	32
	5.6	Fixing of LIBOR	32
	5.7	Hedging	32
	5.8	Interest on the Loan	33
	5.9	Arrears of Interest	33
	5.10	Maximum Interest Rate	33
	5.11	Fees	33
	5.12	Interest Act	34

6.	BANKERS' ACCEPTANCES		34
	6.1	Advances by Bankers' Acceptances and Conversions into Bankers' Acceptances	34
	6.2	Acceptance Procedure	35
	6.3	Purchase of Bankers' Acceptances and Discount Notes	37
	6.4	Maturity Date of Bankers' Acceptances	37
	6.5	Deemed Conversions on the Maturity Date	37
	6.6	Conversion and Extension Mechanism	37
	6.7	Amounts given to the Lenders do not constitute a prepayment	38
	6.8	Prepayment of Bankers' Acceptances	38
	6.9	Apportionment Amongst the Lenders	38
	6.10	Cash Deposits	39
	6.11	Days of Grace	39
	6.12	Obligations Absolute	39
	6.13	Depository Bills and Notes Act	40
7.	ILLEGALITY, INCREASED COSTS AND INDEMNIFICATION		40
	7.1	Illegality, Increased Costs	40
	7.2	Indemnity	41
8.	PAYMENT, REPAYMENT AND PREPAYMENT		42
	8.1	Repayment of the Loan	42
	8.2	Amount and Apportionment of Mandatory Repayments	42
	8.3	Voluntary Repayment and Prepayment of the Loan or Cancellation of the Credit	43
	8.4	Payment of Losses Resulting From a Prepayment or a Mandatory Repayment	44
	8.5	Imputation of Prepayments	44
	8.6	Currency of Payments	44
	8.7	Payments by the Borrower to the Agent	45
	8.8	Payment on a Business Day	45
	8.9	Payments by the Lenders to the Agent	45
	8.10	Payments by the Agent to the Borrower	45
	8.11	Netting	45
	8.12	Application of Payments	45
	8.13	No Set-Off or Counterclaim by Borrower	46
	8.14	Debit Authorization	46
	8.15	Withholding Taxes	46
9.	SECURITY		47
	9.1	Security for Advances Prior to the Phase II Date	47
	9.2	Security for Advances Following the Phase II Date	48
	9.3	Limitations on Guarantees and Security for Advances	50
	9.4	Further Limitations on Guarantees and Security for Advances	51
10.	CONDITIONS PRECEDENT		52
	10.1	Initial Advance under the Revolving Facility and Term Facility A-1	52
	10.2	Initial Advance under Term Facility C	54
	10.3	Conditions Precedent to any Advance	55
	10.4	Waiver of Conditions Precedent	56

	10.5	Release of Quebecor Media Guarantee	56
11.	REPRESENTATIONS AND WARRANTIES		56
	11.1	Incorporation	56
	11.2	Authorization	56
	11.3	Compliance with Laws and Contracts	57
	11.4	Current Business	57
	11.5	Financial Statements	57
	11.6	Contingent Liabilities and Indebtedness	57
	11.7	Title to Assets	57
	11.8	Litigation	58
	11.9	Taxes	58
	11.10	Insurance	58
	11.11	No Adverse Change	58
	11.12	Regulatory Approvals	58
	11.13	Compliance with Laws and Licences	59
	11.14	Pension and Employment Liabilities	59
	11.15	Priority	59
	11.16	Complete and Accurate Information	59
	11.17	Share Capital	59
	11.18	Absence of Default	59
	11.19	Agreements with Third Parties	60
	11.20	Environment	60
	11.21	Survival of Representations and Warranties	60
12.	COVENANTS		61
	12.1	Preservation of Juridical Personality	61
	12.2	Preservation of Licences	61
	12.3	Compliance with Applicable Laws	61
	12.4	Maintenance of Assets	61
	12.5	Business	61
	12.6	Insurance	61
	12.7	Payment of Taxes and Duties	62
	12.8	Access and Inspection	62
	12.9	Maintenance of Account	62
	12.10	Performance of Obligations	63
	12.11	Maintenance of Ratios	63
	12.12	Mandatory Repayments	64
	12.13	Maintenance of Security	64
	12.14	Payment of Legal Fees and Other Expenses	65
	12.15	Financial Reporting	65
	12.16	Notice of Certain Events	67
	12.17	CF Cable Inter-Creditor Agreement	67
	12.18	Accuracy of Reports	68
13.	NEGATIVE COVENANTS		68
	13.1	Liquidation and Amalgamation	68

	13.2	Charges	68
	13.3	Asset Dispositions	68
	13.4	Preservation of Capital	69
	13.5	Restrictions on Subsidiaries	70
	13.6	Issuance and Transfer of Shares	70
	13.7	Acquisitions	70
	13.8	Debt and Guarantees	70
	13.9	Financial Assistance by the VL Group	71
	13.10	Subordinated Debt	71
	13.11	Members of the VL Group, Related Party Transactions	72
	13.12	Derivative Instruments	72
14.	EVENTS OF DEFAULT AND REALIZATION		73
	14.1	Event of Default	73
	14.2	Remedies	75
	14.3	Bankruptcy and Insolvency	75
	14.4	Notice	76
	14.5	Costs	76
	14.6	Relations with the Borrower	76
	14.7	Application of Proceeds	76
15.	JUDGMENT CURRENCY		76
	15.1	Rules of Conversion	76
	15.2	Determination of an Equivalent Currency	77
16	ASSIGNMENT		77
	16.1	Assignment by the Borrower	77
	16.2	Assignments and Transfers by the Lenders	78
	16.3	Transfer Agreement	78
	16.4	Notice	79
	16.5	Sub-Participations	79
	16.6	General	79
17.	MISCELLANEOUS		80
	17.1	Notices	80
	17.2	Amendment and Waiver	81
	17.3	Determinations Final	81
	17.4	Entire Agreement	81
	17.5	Indemnification and Compensation	81
	17.6	Benefit of Agreement	81
	17.7	Counterparts	82
	17.8	Applicable Law	82
	17.9	Severability	82
	17.10	Further Assurances	82
	17.11	Good Faith and Fair Consideration	82
	17.12	Responsibility of the Lenders	83
	17.13	Indemnity	83

	17.14	Language	83
	17.15	Foreign Lenders	83
18.	THE AGENT AND THE LENDERS		84
	18.1	Authorization of Agent	84
	18.2	Agent's Responsibility	86
	18.3	Rights of Agent as Lender	86
	18.4	Indemnity	87
	18.5	Notice by Agent to Lenders	87
	18.6	Protection of Agent	87
	18.7	Notice by Lenders to Agent	88
	18.8	Sharing Among the Lenders	88
	18.9	Derivative Obligations	89
	18.10	Procedure with respect to Advances	89
	18.11	Accounts kept by each Lender	90
	18.12	Binding Determinations	90
	18.13	Amendment of Article 18	91
	18.14	Decisions, Amendments and Waivers of the Lenders	91
	18.15	Authorized Waivers, Variations and Omissions	91
	18.16	Provisions for the Benefit of Lenders Only — Power of Attorney for Quebec Purposes	91
	18.17	Provisions for the Benefit of Lenders Only	92
	18.18	Resignation of Agent	92
	18.19	No Novation	92
19.	FORMAL DATE		93
	19.1	Formal Date	93
	SCHEDULE "A" — LIST OF LENDERS AND COMMITMENTS
	SCHEDULE "B" — NOTICE OF BORROWING AND CERTIFICATE
	SCHEDULE "B-1" — NOTICE OF REPAYMENT
	SCHEDULE "C" — TRANSFER AGREEMENT
	SCHEDULE "D" — GUARANTEE
	SCHEDULE "E" — SHARE PLEDGE
	SCHEDULE "F" — OFFICER'S CERTIFICATE
	SCHEDULE "G" — LEGAL OPINION (Initial Closing)
	SCHEDULE "G-1" — LEGAL OPINION (Post Regulatory roval)
	SCHEDULE "H" — EXISTING SECURITY
	SCHEDULE "I" — PROPERTY OF THE VL GROUP
	SCHEDULE "J" — OFFICER'S COMPLIANCE CERTIFICATE
	SCHEDULE "K" — LIMITS TO CERTAIN GUARANTEES
	SCHEDULE "L" — GUARANTORS AS AT JUNE 29, 2001
	SCHEDULE "M" — MEMBERS OF VL GROUP AND GUARANTORS
	SCHEDULE "N" — FORM OF SUBORDINATION AGREEMENT FOR BACK-TO-BACK SECURITIES

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VIDÉOTRON LTÉE, as Borrower
RBC DOMINION SECURITIES INC., as Lead Arranger and Bookrunner
BANK OF AMERICA, N.A., CANADA BRANCH BMO NESBITT BURNS INC. THE TORONTO-DOMINION BANK
THE FINANCIAL INSTITUTIONS NAMED ON THE SIGNATURE PAGES HERETO
ROYAL BANK OF CANADA, as Administrative Agent
$1,587,000,000 CREDIT AGREEMENT
HEENAN BLAIKIE LLP 1250 René-Lévesque Blvd. West Suite 2500 Montreal (Quebec) H3B 4Y1
Telephone: (514) 846-1212 Telecopier: (514) 846-3427
SCHEDULE "A" — LIST OF LENDERS AND COMMITMENTS
SCHEDULE "B" — NOTICE OF BORROWING AND CERTIFICATE
SCHEDULE "B-1" — NOTICE OF REPAYMENT
SCHEDULE "C" — TRANSFER AGREEMENT
SCHEDULE "D" — GUARANTEE
SCHEDULE "E" — SHARE PLEDGE
SCHEDULE "F" — OFFICER'S CERTIFICATE
SCHEDULE "G" — LEGAL OPINION (Initial Closing)
SCHEDULE "G-1" — LEGAL OPINION (Post Regulatory Approval)
SCHEDULE "H" — EXISTING SECURITY
SCHEDULE "I" — PROPERTY OF THE VL GROUP
SCHEDULE "I" — PROPERTY OF THE VL GROUP
SCHEDULE I (Part 2) List of Non-Material Real Estate (Section 13.3)
SCHEDULE "J" — OFFICER'S COMPLIANCE CERTIFICATE
SCHEDULE "K" — LIMITS TO CERTAIN GUARANTEES AS AT THE PHASE II DATE
SCHEDULE "K" (Part 2, subsection 10.2.5) — LIMITS TO CERTAIN GUARANTEES AS AT THE SIXTH AMENDMENT CLOSING DATE
SCHEDULE "L " — GUARANTORS AS AT JUNE 29, 2001
SCHEDULE "M" MEMBERS OF THE VL GROUP AS AT THE SIXTH AMENDMENT CLOSING DATE
GUARANTORS AS AT THE SIXTH AMENDMENT CLOSING DATE
SCHEDULE "N" — FORM OF SUBORDINATION AGREEMENT FOR BACK-TO-BACK SECURITIES
TABLE OF CONTENTS

EX-10.5

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Exhibit 10.5

MANAGEMENT SERVICES AGREEMENT

BETWEEN:	QUEBECOR MEDIA INC., a company incorporated under the laws of the Province of Québec;
	(hereinafter referred to as "QMI")
AND:	VIDÉOTRON LTÉE, a company incorporated under the laws of the Province of Québec;
	(hereinafter referred to as "VL")

WHEREAS VL is a direct wholly-owned subsidiary of QMI;

WHEREAS QMI has agreed to provide VL with certain management services subject to and upon the terms and conditions set forth herein;

NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:

1.

QMI undertakes to provide VL with the management services described in Schedule "A" (the "Services") in the manner set out below.

2.

In consideration of the Services, VL shall pay to QMI an annual fee (the "Annual Fee") as follows:

2.1

The Annual Fee for the year 2002 shall be equal to five million dollars (5 000 000 $);

2.2

The Annual Fee for the year 2003 shall be equal to five million three hundred thousand dollars (5 300 000 $); and

2.3

The Annual Fee for each of the years 2004, 2005, and 2006 shall be negotiated between the parties, acting in good faith, in accordance with their budgeting process on or about the first day of October of each preceding year.

3.

In addition to the Annual Fee, QMI shall be entitled to the reimbursement of its reasonable out-of-pocket expenses incurred in relation with the provision of the Services (including, without limitation, reasonable fees and disbursements of legal and financial advisors).

4.

For any given year, in no event shall the amount paid by VL to QMI pursuant to Sections 2 and 3 of this Agreement exceed one and a half percent (1.5%) of VL's Consolidated Revenues for any such given year. For the purposes of this Agreement, "VL's Consolidated Revenues" means the gross revenues of VL and its subsidiaries determined on a consolidated basis in accordance with the generally accepted accounting principles consistently applied in Canada (GAAP).

5.

The Annual Fee shall be payable in equal monthly instalments, in advance on the first day of each month.

6.

All amounts payable under this Agreement are in Canadian dollars, and are exclusive of applicable taxes.

-2-

7.

Notwithstanding its actual date of signature, this Agreement shall be for a term of five years commencing on January 1^st, 2002 and ending on December 31^st, 2006. Notwithstanding the foregoing, either party may terminate this Agreement by written notice to the other party at least sixty (60) days prior to the end of any fiscal year.

8.

The preamble and the schedule attached to this Agreement shall form an integral part of this Agreement.

9.

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

10.

This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties hereto with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the parties other than as expressly set forth in this Agreement.

11.

No amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by both parties. No waiver of any breach of any provision of this Agreement shall be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided in the written waiver, shall be limited to the specific breach waived.

12.

VL may not assign its rights or obligations under this Agreement without the prior written consent of QMI.

13.

Any request, notice or other communication (a "Communication") to be given in connection with this Agreement shall be given in writing and may be given by personal delivery, by registered mail or by telecopier addressed to the recipient as follows:

To QMI:
	QUEBECOR MEDIA INC. 300 Viger Avenue East Montreal, Québec H2X 3W4
	Telecopier: (514) 985-8834 Attention: Vice-President, Legal Affairs and Corporate Secretary
To VL:
	VIDÉOTRON LTÉE 300 Viger Avenue East Montreal, Québec H2X 3W4 Telecopier: (514) 985-8834 Attention: Vice-President, Legal Affairs and Secretary

or such other address, telecopier number or individual as may be designated by notice by a party to the other. Any Communication given by personal delivery shall be deemed to have been given on the day of actual delivery thereof and, if given by registered mail, on the second Business Day following the deposit thereof in the mail and, if given by telecopier, on the day of transmittal thereof.

-3-

14.

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

15.

The Parties have requested that this Agreement be drafted in the English language. Les parties ont exigé que ce contrat soit rédigé en langue anglaise.

IN WITNESS THEREOF THE PARTIES HAVE EXECUTED THIS AGREEMENT ON SEPTEMBER 19^th, 2003.

QUEBECOR MEDIA INC
Per:	/s/  LOUIS SAINT-ARNAUD Louis Saint-Arnaud
Title:	Vice-President, Legal Affairs and Corporate Secretary
Per:	/s/  JACQUES MALLETTE Jacques Mallette
Title:	Vice-President and Chief Financial Officer
VIDÉOTRON LTÉE
Per:	/s/  YVAN GINGRAS Yvan Gingras
Title:	Executive Vice-President, Finance and Operations
Per:	/s/  RAYMOND MORISSETTE Raymond Morissette
Title:	Vice-President, Control

SCHEDULE "A"

Description of Services

•

Internal Audit



•

Legal and Corporate Services



•

Financial Planning and Treasury



•

Tax Services



•

Real Estate



•

Financial Analysis



•

Human Resources



•

Insurance and Risk Management Services



•

Public Relations, Investor Relations and Communications Services



•

Top Management Services



•

and other services to be agreed upon between the parties.

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MANAGEMENT SERVICES AGREEMENT
SCHEDULE "A" Description of Services

EX-10.6

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Exhibit 10.6

SUBORDINATED LOAN AGREEMENT

between

VIDÉOTRON LTÉE

(As Borrower)

and

QUEBECOR MEDIA INC.

(As Lender)

Dated as of March 24, 2003

TABLE OF CONTENTS

1.	INTERPRETATION		1
	1.1	DEFINITIONS	1
	1.2	HEADINGS	3
	1.3	REFERENCES	3
	1.4	PREAMBLE	3
2.	THE SUBORDINATED LOAN		3
	2.1	SUBORDINATED LOAN	3
	2.2	USE OF THE PROCEEDS OF THE SUBORDINATED LOAN	3
	2.3	INTEREST	3
	2.4	PAYMENT OF PRINCIPAL AND INTEREST	4
	2.5	INTEREST PAYMENT DEFERRAL OPTION	4
	2.6	RANKING	4
	2.7	OPTIONAL PREPAYMENT	4
	2.8	INTEREST ON OVERDUE PAYMENTS	4
	2.9	MANNER OF PAYMENT	5
	2.10	APPLICATION OF PAYMENTS	5
3.	REPRESENTATIONS AND WARRANTIES		5
	3.1	REPRESENTATIONS AND WARRANTIES	5
4.	COVENANTS		6
	4.1	AFFIRMATIVE COVENANTS	6
5.	EVENTS OF DEFAULT		7
	5.1	EVENTS OF DEFAULT	7
	5.2	PERFORMANCE BY THE LENDER	8
	5.3	REMEDIES UPON EVENT OF DEFAULT	8
6.	MISCELLANEOUS		9
	6.1	WAIVER	9
	6.2	SEVERABILITY	9
	6.3	BINDING EFFECT AND ASSIGNMENT	9
	6.4	ENTIRETY	9
	6.5	INDEMNITY	9
	6.6	REMEDIES CUMULATIVE	10
	6.7	TERM OF AGREEMENT	10
	6.8	ADDRESS FOR NOTICE	10
	6.9	GOVERNING LAW AND JURISDICTION	11
	6.10	INCONSISTENT PROVISIONS	11
	6.11	COUNTERPARTS	11
	6.12	DEFAULT BY LAPSE OF TIME	11
	6.13	LANGUAGE	11
SCHEDULE A — PROMISSORY NOTE			13

SUBORDINATED LOAN AGREEMENT dated as of March 24, 2003:

BETWEEN:	VIDÉOTRON LTÉE, a corporation incorporated under the laws of Québec, with its registered office at 300 Viger Avenue East, Montreal, province of Québec, H2X 3W4,
	(the "Borrower");
AND:	QUEBECOR MEDIA INC., a corporation incorporated under the laws of Québec, with its registered office at 300 Viger Avenue East, Montreal, province of Québec, H2X 3W4,
	(the "Lender");

WHEREAS the Borrower has requested that the Lender provide the Borrower with a subordinated loan in the principal amount of $150,000,000 and the Lender has agreed to provide such subordinated loan to the Borrower, upon the terms and subject to the conditions hereinafter set forth;

THE PARTIES HEREBY AGREE AS FOLLOWS:

1.     INTERPRETATION

1.1    Definitions

In this Agreement, unless the context otherwise requires, the following terms shall have the meanings respectively ascribed to them in this Section 1.1:

"Agent" means the Royal Bank of Canada as administrative agent under the Credit Agreement;

"Agreement" means the present subordinated loan agreement between the Borrower and the Lender dated as of March 24, 2003 (as same may be amended, restated or otherwise modified from time to time);

"BA Rate" means, on any day, the three-month Bankers' Acceptance rate quoted on Reuters Service, page CDOR, as at approximately 10:00 a.m. on any such day;

"Business Day" means a day, other than a Saturday or a Sunday, on which banks in Montreal, Quebec are open for business in that city;

"Closing Date" means March 24, 2003, at which time the Subordinated Loan shall be advanced to the Borrower, in its entirety, by the Lender;

"Credit Agreement" means the credit agreement dated as of November 28, 2000, as amended from time to time, among the Borrower (as borrower thereunder), Royal Bank of Canada, as administrative agent and the lenders thereunder.

"Default" means any of the events specified in Section 5.1, regardless of whether there shall have occurred any passage of time or giving of notice or both that would be necessary in order to constitute such event an Event of Default;

"Dollars", and "$" means the lawful currency of Canada;

"Event of Default" has the meaning ascribed to that term in Section 5.1;

"Interest Installment" means the amount of interest due in respect of each Interest Period and payable on the Interest Payment Date;

"Interest Payment Date" means, March 31, June 30, September 30 and December 31 of each year, provided that the first Interest Payment Date shall be on June 30, 2003 and the last Interest Payment Date shall be on the Principal Payment Date (to the extent any amounts in interest then remain unpaid);

"Interest Period" means each of the three-month period ending on March 31, June 30, September 30 and December 31 of each year; except for the first Interest Period, which shall begin on March 24, 2003 and end on June 30, 2003, and the last Interest Period which shall end on the Principal Payment Date.

"Loan Documents" means this Agreement and the Promissory Note, all as amended, supplemented, restated or replaced from time to time;

"Maturity Date" means March 24, 2015;

"Obligations" means:

(i)

the prompt payment, as and when due and payable, of all amounts in principal, interest fees, costs or otherwise now or hereafter owing by the Borrower to the Lender under, or pursuant to, the Loan Documents; and



(ii)

the strict performance and observance by the Borrower of all agreements, warranties, representations, covenants and conditions of the Borrower made under, or pursuant to, the Loan Documents.

"Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or Governmental Authority;

"Principal Installment" means the payment of principal due on the Principal Payment Date;

"Principal Payment Date" means, in respect of the principal payment due hereunder, at the latest the Maturity Date, to the extent any amounts in principal of the Subordinated Loan then remain unpaid;

2

"Promissory Note" means the promissory note remitted by the Borrower to the Lender pursuant to Section 2.1 herein, substantially in the form of Schedule A attached hereto;

"Subordinated Loan" shall have the meaning ascribed to it in Section 2.1;

1.2    Headings

The headings of the Articles, Sections, Subsections or Paragraphs herein are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

1.3    References

Unless the context otherwise requires or unless otherwise provided, all references to Articles, Sections, Subsections, Paragraphs and Schedules are to Articles, Sections, Subsections, Paragraphs and Schedules to, this Agreement. The words "hereto", "herein", "hereof", "hereunder" and similar expressions mean and refer to this Agreement.

1.4    Preamble

Unless the context otherwise requires, the preamble forms an integral part hereof.

2.     THE SUBORDINATED LOAN

2.1    Subordinated Loan

Relying on each of the representations and warranties set out in Article 3 and subject to the terms and conditions herein contained, the Lender agrees to make available, on the Closing Date, to the Borrower, by way of a single advance, a subordinated loan in the amount of one hundred and fifty million dollars ($150,000,000.00) upon receipt of the Promissory Note for the amount of such subordinated loan duly executed by the Borrower in favour of the Lender (the "Subordinated Loan").

2.2    Use of the Proceeds of the Subordinated Loan

The Borrower shall use all of the proceeds of the Subordinated Loan to repay outstanding indebtedness under the Credit Agreement.

2.3    Interest

The Subordinated Loan shall bear interest on the unpaid principal amount of the Subordinated Loan from and after the Closing Date to the Borrower until the Subordinated Loan is repaid in full to the Lender at an annual interest rate equal to the BA Rate plus 1.5%. The interest shall accrue daily and shall be payable in arrears on a quarterly basis in accordance with Section 2.4. The BA Rate applicable with respect to any Interest Period shall be determined on the last Business Day immediately preceding such Interest Period, except for the BA Rate applicable to the first Interest Period which shall be 3.31%.

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2.4    Payment of Principal and Interest

Subject to the terms and conditions of this Agreement, the Borrower shall repay the Subordinated Loan and accrued interest thereon to the Lender by way of forty-eight (48) Interest Installments and one Principal Installment, the Interest Installment to become due and payable on each Interest Payment Date, and the Principal Installment to become due and payable on the Principal Payment Date. On the Maturity Date, all amounts remaining unpaid with respect to the Subordinated Loan, including principal, interest and costs shall become due and payable.

2.5    Interest Payment Deferral Option

The Borrower may, at its option, elect to defer, at any time and from time to time, any Interest Installment for a period not to exceed twelve (12) months; provided, however, that (i) no such deferral shall extend beyond the Maturity Date, and (ii) no Default or Event of Default shall exist at the time of any such deferral.

2.6    Ranking

The Obligations of the Borrower hereunder are subordinated in right of payment to the prior payment in full of all existing and future indebtedness of the Borrower under or in connection with the Credit Agreement. The holders of all other senior indebtedness of the Borrower will be entitled to receive payment in full of all amounts due on or in respect of all other existing and future senior indebtedness of the Borrower before the Lender is entitled to receive or retain payment of principal hereunder.

2.7    Optional Prepayment

The Borrower may, without penalty, (i) prepay the Subordinated Loan outstanding with accrued interest thereon, provided however that no amounts are then outstanding under the Credit Agreement or (ii) pay any interest deferred in accordance with Section 2.5, from time to time; in each case upon providing the Lender with a one (1) Business Day prior notice of such prepayment.

Any amount prepaid by the Borrower pursuant to this Section 2.7 may not be re-borrowed under this Agreement and shall constitute a permanent reduction of the Subordinated Loan.

2.8    Interest on Overdue Payments

In the event that any amount of principal of, or interest on, the Subordinated Loan is not paid by the Borrower in full when due (whether at stated maturity, by acceleration or otherwise), the Borrower shall pay, on demand, interest on such unpaid amount, from the date such amount becomes due until the date such amount is paid in full, at the rate determined in Section 2.3 plus 2%. If any other amount payable by the Borrower under any Loan Document is not paid in full when due, the Borrower shall pay, on demand, interest on such unpaid amount from the date such amount becomes due until the date such amount is paid in full at an annual interest rate determined in Section 2.3 plus 2%.

4

2.9    Manner of Payment

All payments of principal of, and interest on, the Subordinated Loan shall be made by the Borrower to the Lender, before 11:00 a.m., Montreal time, on the due date thereof in immediately available funds at the registered office of the Lender located at 300 Viger Avenue East, Montreal, province of Québec, H2X 3W4, or at such other place as the Lender may designate in writing. Any payment received after 11:00 a.m., Montreal time, shall be deemed to have been received on the next succeeding Business Day. If the principal of or interest on the Subordinated Loan, or any other amount payable by the Borrower under this Agreement, becomes due and payable on a day that is not a Business Day, the payment date or the maturity date thereof shall be the next following Business Day.

2.10    Application of Payments

2.10.1

All payments made by the Borrower pursuant to this Agreement shall be applied in each instance in the following order:



(1)

first, to the amount of interest due and payable on the Subordinated Loan;



(2)

second, to the amount due and payable as principal of the Subordinated Loan; and



(3)

third, to any other amount due and payable pursuant to the Loan Documents.



2.10.2

Following the occurrence of an Event of Default which is continuing or following the Maturity Date, the Borrower hereby irrevocably waives the right to direct the application of any and all such payments received from or on behalf of the Borrower, and the Borrower hereby irrevocably agrees that the Lender shall have the continuing exclusive right to apply any and all such payments against the Borrower's obligations under the Loan Documents as the Lender may deem advisable.

3.     REPRESENTATIONS AND WARRANTIES

3.1    Representations and Warranties

The Borrower represents and warrants to the Lender that:

3.1.1

Incorporation and Good Standing.    The Borrower is a corporation duly incorporated and validly existing under the laws of its jurisdiction of incorporation and is qualified to carry on its activities in each jurisdiction in which it carries on its activities.

5

3.1.2

Authorization and Capacity.    The Borrower has the capacity and authority to enter into the Loan Documents and it has taken all measures and actions necessary to authorize the Borrower to execute and deliver the Loan Documents and to perform the obligations resulting from the Loan Documents. The Borrower also has the power to own its assets and to carry on the activities it now carries on.



3.1.3

No Conflicts or Consents.    Neither the execution and delivery of the Loan Documents, nor the consummation of any of the transactions therein contemplated, nor compliance with the terms and provisions thereof, shall contravene or conflict with any provision of law, statute or regulation to which the Borrower is subject or any judgment, license, order or permit applicable to the Borrower or any agreement or instrument to which the Borrower is a party or by which the Borrower is bound.



3.1.4

No Default.    The Borrower is not in breach of or in default under, and no event or omission has occurred which, with the giving of notice or lapse of time or otherwise, might constitute a breach of, or default under, any material agreement or instrument to which the Borrower is a party or by which the Borrower is bound.



3.1.5

Survival of Representations and Warranties.    All representations and warranties by the Borrower made in the Loan Documents shall survive delivery of the Loan Documents and the disbursement of the Subordinated Loan and any investigation at any time made by or on behalf of the Lender shall not diminish or otherwise affect the Lender's right to rely thereon.

4.     COVENANTS

4.1    Affirmative Covenants

The Borrower covenants and agrees with the Lender as follows:

4.1.1

Payment and Performance of Obligations.    The Borrower shall duly and punctually pay all amounts, comply with all covenants and perform all other obligations on its part required to be paid, complied with or performed under the terms of the Loan Documents.



4.1.2

Maintenance of Existence.    The Borrower shall preserve and maintain its existence, licences, rights, permits and privileges and all authorizations, consents, approvals, orders, licences, permits, exemptions from or registrations or qualifications with any court or governmental authority that are necessary or materially valuable in the operation of its business.



4.1.3

Compliance with Applicable Laws.    The Borrower shall comply and cause its property and assets to comply with all applicable laws in all material respects.

6

4.1.4

Certain Notices.    The Borrower shall promptly give written notice to the Lender of the occurrence of any Default or Event of Default or of any action, claim, delegation, proceeding or dispute affecting the Borrower which might have a material adverse effect on it, its property or its financial condition and the Borrower shall provide to the Lender, from time to time, with all reasonable information requested by the Lender concerning the status of any such action, claim, litigation, proceeding or dispute.



4.1.5

Further Assurances.    The Borrower shall make, execute or endorse, and acknowledge and deliver or file all such documents, and take any and all such other action, as the Lender may, from time to time, deem reasonably necessary or proper in connection with any of the Loan Documents or the obligations of the Borrower thereunder.



4.1.6

Other Information.    The Borrower shall promptly furnish to the Lender such other information respecting its operations, properties, business, condition (financial or otherwise) or prospects, as the Lender may from time to time reasonably request.

5.     EVENTS OF DEFAULT

5.1    Events of Default

Each of the following events shall constitute an "Event of Default" under this Agreement:

5.1.1

Payment of Principal and Interest.    The Borrower failing to pay when due and payable the principal of, or, and except as provided herein, any interest on, the Subordinated Loan, or within five (5) days of such payment becoming due and the payable hereunder, any other payment required under Loan Documents.



5.1.2

Performance of Obligations.    The Borrower committing a breach of, or defaulting in the due and prompt performance or observance of any of its covenants or obligations contained in the Loan Documents (other than a payment obligation as set forth in Subsection 5.1.1) which, if capable of being remedied or cured, is not remedied or cured within thirty (30) days from the earlier of (i) the Borrower becoming aware of such breach or default and (ii) notice in writing having been given by the Lender to the Borrower specifying such breach or default and requiring the Borrower to remedy or cure such breach or default or to cause such breach or default to be remedied or cured.



5.1.3

Other Indebtedness.    The Borrower is in default under its Credit Agreement or other senior indebtedness or any other indebtedness in excess of $50 million and, in each case, the creditors thereof have accelerated such indebtedness.

7

5.1.4

Insolvency.    The Borrower (i) admits in writing its inability to pay its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief, reorganization or arrangement or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or any substantial part of its assets or (v) takes corporate action for the purpose of the foregoing.



5.1.5

Dissolution, Winding-up, Liquidation.    A court or other governmental authority of competent jurisdiction enters an order (i) appointing a custodian, receiver, trustee or other officer with similar powers with respect to the Borrower or any substantial part of its assets, (ii) for relief or approving a petition for relief, reorganization or any other petition in bankruptcy or for liquidation of the Borrower or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction or (iii) for the dissolution, winding-up or liquidation of the Borrower, or any such petition shall be filed against the Borrower and not be dismissed within ninety (90) days.

5.2    Performance by the Lender

If the Borrower fails to perform any covenant, obligation, or agreement contained in any of the Loan Documents, the Lender may perform or attempt to perform such covenant, obligation or agreement on behalf of the Borrower. In such event, the Borrower shall, at the request of the Lender, pay on demand any amount expended by the Lender in such performance or attempted performance to the Lender, together with interest thereon at the annual interest rate applicable to the Subordinated Loan from the date of such expenditure until paid. Notwithstanding the foregoing, the Lender shall not assume any liability or responsibility for the performance of any covenant, obligation or agreement of the Borrower under any of the Loan Documents or control over the management and affairs of the Borrower.

5.3    Remedies Upon Event of Default

If an Event of Default shall have occurred and be continuing, the Lender may, in addition to any other rights or recourse it may have at law or under the Loan Documents, declare the principal of, and all interest then accrued on, the Subordinated Loan and all other obligations of the Borrower to be forthwith due and payable, whereupon the same shall forthwith become due and payable and/or exercise and enforce any of the Lender's rights and remedies under the Loan Documents; provided, however, that for so long as indebtedness, obligations and liabilities are due and owing by the Borrower under the Credit Agreement, the Lender shall not and shall not be entitled to enforce its rights hereunder (which includes, without limitation, petitioning the Borrower into bankruptcy or initiate any similar proceeding) without the prior consent of the Agent. In the event the Agent enforces all or any portion of its rights under the Credit Agreement or takes any action in connection therewith, the Lender acknowledges and agrees that the Agent shall have sole control of all matters relating to the realization of the Borrower's properties and assets until all obligations have been repaid in full and all commitments of the Agent under the Credit Agreement have been terminated. The Lender further agrees and undertakes to vote as instructed by the Agent in respect of any action or proceeding concerning any reorganization or bankruptcy proceedings relating to the Borrower.

8

6.     MISCELLANEOUS

6.1    Waiver

No failure to exercise, and no delay in exercising, on the part of the Lender, any right or remedy under the Loan Documents shall operate as a waiver thereof. No waiver of any provision of any Loan Document, nor consent to departure therefrom, shall be effective unless in writing and no such consent or waiver shall extend beyond the specific instance and purpose for which given.

6.2    Severability

If any provision of any Loan Document is held to be illegal, invalid or unenforceable under present or future laws during the term of this Agreement, such provision shall be fully severable; such Loan Document shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of such Loan Document; and the remaining provisions of such Loan Document shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from such Loan Document.

6.3    Binding Effect and Assignment

The Loan Documents shall be binding upon and enure to the benefit of the Borrower and the Lender and their respective successors, assigns and legal representatives; provided, however, that the Borrower shall not, without the prior written consent of the Lender, assign any rights or obligations thereunder or any interest therein. For greater certainty, the transfer of the Borrower's rights and obligations pursuant to the merger or amalgamation of the Borrower with another Person shall be deemed not to constitute an assignment for the purposes of this provision. The Lender may sell, assign or transfer all or any portion of the Lender's rights and obligations under the Loan Documents to any Person.

6.4    Entirety

The Loan Documents embody the entire agreement between the parties and supersede all prior agreements and understandings, if any, relating to the subject matter hereof and thereof.

6.5    Indemnity

The Borrower shall indemnify and hold harmless the Lender and its representatives (each, an "Indemnified Person") from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including, without limitation, counsel's fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) which may be instituted or asserted against or incurred by any Indemnified Person as the result or arising out of credit having been extended, suspended or terminated under any Loan Document and the administration of such credit and in connection with or arising out of the transactions contemplated under any Loan Document and any actions or failures to act in connection therewith and any legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any Loan Document (collectively, "Indemnified Liabilities"); provided, that the Borrower shall not be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results solely from that Indemnified Person's gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction.

9

6.6    Remedies Cumulative

The rights and remedies under the Loan Documents are cumulative and not exclusive of any rights or remedies which the Lender would otherwise have.

6.7    Term of Agreement

The term of this Agreement is until the payment in full of all the obligations of the Borrower pursuant to the Loan Documents.

6.8    Address for Notice

Any notice or other communication required or permitted to be given under the Loan Documents shall be in writing and, except as otherwise provided herein, shall be personally delivered or transmitted by telecopier to the party for whom it is intended at the address of such party set out below or to such other address as such party may designate to the other party by notice in writing delivered in accordance with this Section 6.8:

(1)

If to the Borrower:

Vidéotron Ltée
300 Viger Avenue East
Montreal, Quebec
H2X 3W4
Attention: Senior Vice President, Finance and Administration
Telecopier: (514) 380-9068

10

(2)

If to the Lender:

300 Viger Avenue East
Montreal, Quebec
H2X 3W4
Attention: Vice President and Treasurer
Telecopier: (514) 380-1983

Any such notice or communication sent as aforesaid shall be deemed to have been received by the party to whom it is addressed (i) upon receipt, if personally delivered and (ii) if telecopied before 3:00 p.m. on a Business Day, on that day and if telecopied after 3:00 p.m. on a Business Day or if telecopied on a day other than a Business Day, on the Business Day next following the date of transmission; provided, however, that in the event normal courier service or telecopier service shall be interrupted by strike, force majeure or other cause, then the party sending the notice or communication, shall utilize any other mode of communication which shall ensure prompt receipt of such notice or communication by the other party or parties.

6.9    Governing Law and Jurisdiction

The Loan Documents and all matters arising under the Loan Documents shall be governed by, and construed in accordance with, the laws in force in the Province of Quebec and the laws of Canada applicable herein. The parties submit to the exclusive jurisdiction of the courts of the Province of Quebec any matter arising out of or in connection with the Loan Documents.

6.10    Inconsistent Provisions

In the event of any inconsistency between the provisions of this Agreement and the provisions of the Promissory Note, the provisions of this Agreement shall prevail to the extent of the inconsistency.

6.11    Counterparts

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart.

6.12    Default by Lapse of Time

The Borrower shall be put in default to perform its obligations hereunder by the mere lapse of time for performing such obligations without the necessity of any demand or notice of default.

6.13    Language

The Borrower and the Lender confirm that they have requested that this Agreement and all documents and notices contemplated thereby be drawn up in the English language. L'Emprunteur et le Prêteur confirment avoir requis que cette convention et tous les documents et avis qui y sont envisagés soient rédigés en langue anglaise.

11

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

VIDÉOTRON LTÉE
per:	/s/  YVAN GINGRAS Name:  Yvan Gingras Title:  Senior Vice President, Finance            and Administration
QUEBECOR MEDIA INC.
per:	/s/ MARK D'SOUZA Name:  Mark D'Souza Title:  Vice President and Treasurer

12

SCHEDULE A

PROMISSORY NOTE

FOR VALUE RECEIVED, Vidéotron Ltée., a corporation duly incorporated under the laws of Québec (including any successor thereto) (the "Borrower"), hereby promises to pay to Quebecor Media Inc., a corporation duly incorporated under the laws of Québec and any successor thereto (the "Lender"), at the registered office of the Lender located in the City of Montreal, Province of Quebec, the principal sum of one hundred and fifty million dollars ($150,000,000.00) in the lawful currency of Canada, on the 24^th day of March, 2015, and pay interest from the date hereof on the said sum or the amount thereof from time to time remaining unpaid, in the same currency and at the same place, at a rate calculated and payable in accordance with the terms and conditions of the Agreement (as such term is defined hereinbelow).

        This promissory note is issued pursuant to Section 2.1 of the Agreement between the Borrower and the Lender dated as of March 24, 2003 (the "Agreement"). Reference is hereby made to the Agreement, the terms and conditions of which govern this promissory note. In the event of any conflict or inconsistency between the provisions of the Agreement and those of this promissory note, the provisions of the said Agreement shall prevail.

        The Borrower hereby waives presentment for payment, notice of non-payment, protest and notice of protest and other notices of any kind in the enforcement of this promissory note.

SIGNED this 24^th day of March, 2003.

Vidéotron Ltée
per:	Name:  Yvan Gingras Title:  Senior Vice President, Finance            and Administration

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TABLE OF CONTENTS
SUBORDINATED LOAN AGREEMENT dated as of March 24, 2003
SCHEDULE A PROMISSORY NOTE

EX-10.7

Exhibit 10.7

FIRST AMENDING AGREEMENT to the Subordinated Loan Agreement dated as of March 24, 2003, entered into in the City of Montréal, Province of Québec, as of October 8, 2003:

BETWEEN:	VIDÉOTRON LTÉE, a corporation incorporated under the laws of Québec, with its registered office at 300 Viger Avenue East, Montreal, province of Québec, H2X 3W4,
	(the "Borrower");
AND:	QUEBECOR MEDIA INC., a corporation incorporated under the laws of Québec, with its registered office at 300 Viger Avenue East, Montreal, province of Québec, H2X 3W4,
	(the "Lender");

WHEREAS the Borrower and the Lender have entered into that certain Subordinated Loan Agreement dated as of March 24, 2003 (as same may be amended, restated or otherwise modified from time to time, the "Subordinated Loan Agreement"; all capitalized terms used herein shall have the meanings ascribed thereto in the Subordinated Loan Agreement, unless otherwise defined herein);

AND WHEREAS the Borrower has requested the option to defer the payment of interest under the Subordinated Loan Agreement up to and including the Maturity Date, in accordance with the terms and conditions contained herein;

THE PARTIES HEREBY AGREE AS FOLLOWS:

1.     AMENDMENTS

1.1    Amendments to Section 1.1

1.1.1

The definition of "Interest Payment Date" contained in Section 1.1 of the Subordinated Loan Agreement is amended as follows:

"Interest Payment Date" means, subject to the Interest Payment Deferral Option provided in Section 2.5 hereof, March 31, June 30, September 30 and December 31 of each year, provided that the first Interest Payment Date shall be on June 30, 2003 and the last Interest Payment Date shall be on the Principal Payment Date (to the extent any amounts in interest then remain unpaid).

1.1.2

The definition of "Interest Period" contained in Section 1.1 of the Subordinated Loan Agreement is amended as follows:

"Interest Period" means, subject to the Interest Payment Deferral Option provided in Section 2.5 hereof, each of the three-month period ending on March 31, June 30, September 30 and December 31 of each year; except for the first Interest Period, which shall begin on March 24, 2003 and end on June 30, 2003, and the last Interest Period which shall end on the Principal Payment Date.

1.1.3

The following definition of "Interest Payment Deferral Option" is added to Section 1.1:

"Interest Payment Deferral Option" shall have the meaning ascribed thereto in Section 2.5 hereof.

1.2    Amendments to Section 2.5

Section 2.5 of the Subordinated Loan Agreement shall be replaced by the following Section 2.5:

2.5

Interest Payment Deferral Option

The Borrower may, at its option (the "Interest Payment Deferral Option"), elect to:

(i)

defer, at any time and from time to time, the payment of any Interest Installment up to and including the Maturity Date, at which time, the Principal Installment and any deferred Interest Installment shall become payable (and which deferred Interest Installment shall bear interest at the rate applicable to the Principal Installment); or



(ii)

issue a promissory note, substantially in the form of Schedule A to the Subordinated Loan Agreement, on any or each Interest Payment Date, for the Interest Installment amount, providing for the repayment of such Interest Installment on the Maturity Date together with interest accrued thereon at the rate applicable to the Principal Installment, such promissory note(s) to be issued in addition to the Promissory Note,

the whole, provided, however, that no Default or Event of Default shall exist at the time of any such deferral.

For greater certainty, the parties hereto agree that in the event that the Borrower chooses to exercise the Interest Payment Deferral Option provided herein in respect of any Interest Installment, the Interest Period in respect of such Interest Installment, shall be extended to reflect that the Interest Repayment Date may be extended up to and including the Maturity Date.

2.     MISCELLANEOUS

2.1    Survival of Remaining Provisions

All provisions of the Subordinated Loan Agreement which are not amended hereby shall remain in full force and effect and this Amending Agreement shall form an integral part of the Subordinated Loan Agreement.

2.2    Governing Law and Jurisdiction

This Amending Agreement and all matters arising in connection therewith shall be governed by, and construed in accordance with, the laws in force in the Province of Quebec and the laws of Canada applicable herein. The parties submit to the exclusive jurisdiction of the courts of the Province of Quebec with respect to any matter arising out of or in connection with this Amending Agreement.

2.3    Counterparts

This Amending Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement, and any of the parties hereto may execute this Amending Agreement by signing any such counterpart.

2.4    Language

The Borrower and the Lender confirm that they have requested that this Amending Agreement and all documents and notices contemplated thereby be drawn up in the English language. L'Emprunteur et le Prêteur confirment avoir requis que cette convention d'amendement et tous les documents et avis qui y sont envisagés soient rédigés en langue anglaise.

IN WITNESS WHEREOF, the parties hereto have caused this Amending Agreement to be duly executed as of the date first above written.

VIDÉOTRON LTÉE
per:	/s/ RAYMOND MORISSETTE Name:  Raymond Morissette Title:  Vice President, Control
QUEBECOR MEDIA INC.
per:	/s/ MARK D'SOUZA Name:  Mark D'Souza Title:  Vice President and Treasurer

EX-12.1

Exhibit 12.1

Vidéotron Ltée
Computation of ratio of earnings to fixed charges
(dollars in million, except for ratio of earnings to fixed charges)

		Year ended August 31,						Four Months Ended December 31,			Year Ended December 31,									Nine Months Ended September 30,
		1998			1999			1999			2000			2001			2002			2003
CANADIAN GAAP
Fixed charges
	Interest expense, before interest income	$	65.3		$	55.8		$	22.3		$	65.8		$	87.3		$	81.0		$	52.9
	Amortization of capitalized expenses related to indebtedness		2.8			4.5			(1.0	)		1.8			2.5			4.6			3.8
	Interest capitalized to the cost of fixed assets		2.0			2.5			0.6			2.9			0.7			0.0			0.0
		$	70.1		$	62.8		$	21.9		$	70.5		$	90.5		$	85.6		$	56.7
Earnings
	Income from continuing operation before income taxes and non controlling interest		190.2			62.3			39.7			(52.0	)		(62.1	)		25.4			91.5
	Fixed charges		70.1			62.8			21.9			70.5			90.5			85.6			56.7
	Interest capitalized to the cost of fixed assests		(2.0	)		(2.5	)		(0.6	)		(2.9	)		(0.7	)		0.0			0.0
	Amortization of capitalized interest		0.1			0.3			0.1			0.6			0.7			0.7			0.7
		$	258.4		$	122.9		$	61.1		$	16.2		$	28.4		$	111.7		$	148.9
Ratio of earnings to fixed charges			3.7			2.0			2.8			0.2			0.3			1.3			2.6
US GAAP
Fixed charges
	Interest expense, before interest income													$	117.0		$	77.5		$	43.1
	Amortization of capitalized expenses related to indebtedness														2.5			4.6			3.8
	Interest capitalized to the cost of fixed assets														0.7			0.0			0.0
														$	120.2		$	82.1		$	46.9
Earnings
	Income from continuing operation before income taxes and non controlling interest													$	(136.8	)	$	(1,984.5	)	$	80.3
	Fixed charges														120.2			82.1			46.9
	Interest capitalized to the cost of fixed assets														(0.7	)		0.0			0.0
	Amortization of capitalized interest														0.7			0.7			0.7
														$	(16.7	)	$	(1,901.7	)	$	127.8
Ratio of earnings to fixed charges															—			—			2.7

For the year ended December 31, 2001 and 2002, Pro forma earnings as calculated under US GAAP, were inadequate to cover our fixed charges and the coverage deficiency $136.9 million and $1,983.8 million, respectively.

EX-12.2

Exhibit 12.2

Vidéotron Ltée
Computation of ratio of total debt to EBITDA
(dollars in million, except for ratio of total debt to EBITDA)

	Year ended August 31,				Four Months Ended December 31,		Year Ended December 31,						Nine Months Ended September 30,
	1998		1999		1999		2000		2001		2002		2003
CANADIAN GAAP
Total debt (excluding QMI subordinated loan)(1)	$	764.0	$	840.6	$	801.5	$	950.8	$	1,310.2	$	1,119.6	$	884.1
EBITDA(2)(3)	$	239.2	$	223.3	$	80.0	$	243.4	$	281.0	$	265.7	$	228.2
Ratio of total debt to EBITDA		3.2		3.8		3.3		3.9		4.7		4.2		2.9
US GAAP
Total debt (excluding QMI subordinated loan)(1)									$	1,310.2	$	1,119.6	$	884.1
EBITDA(2)(3)									$	255.8	$	228.6	$	199.7
Ratio of total debt to EBITDA										5.1		4.9		3.3

(1)

As calcultated in note 5 to "Selected Combined Financial and Operating Data"

(2)

As defined and calculated in note 6 to "Selected Combined Financial and Operating Data"

(3)

Ratio of total debt (excluding QMI subordinated loan) to EBITDA for the four months ended December 31, 1999 and for the nine months ended September 30, 2003, is based on annualized EBITDA for the four months ended December 31, 1999 and nine months ended September 30, 2003, respectively.

EX-12.3

Exhibit 12.3

Vidéotron Ltée
Computation of ratio of EBITDA to cash interest expense
(dollars in million, except for ratio of EBITDA to cash interest expense)

	Year ended August 31,				Four Months Ended December 31,		Year Ended December 31						Nine Months Ended September 30
	1998		1999		1999		2000		2001		2002		2003
CANADIAN GAAP
EBITDA(1)	$	239.2	$	223.3	$	80.0	$	243.4	$	281.0	$	265.7	$	228.2
Cash interest expense(2)	$	65.9	$	55.8	$	22.8	$	66.9	$	85.5	$	76.4	$	49.1
Ratio of EBITDA to cash interest expense		3.6		4.0		3.5		3.6		3.3		3.5		4.6
US GAAP
EBITDA(1)									$	255.8	$	228.6	$	199.7
Cash interest expense(2)									$	115.2	$	72.9	$	39.3
Ratio of EBITDA to cash interest expense										2.2		3.1		5.1

(1)

As defined and calculated in note 6 to "Selected Combined Financial and Operating Data"

(2)

As defined and calculated in note 9 to "Selected Combined Financial and Operating Data"

EX-12.4

Exhibit 12.4

Vidéotron Ltée
Computation of ratio of Pro forma earning to fixed charges
(dollars in million, except for ratio of Pro forma earnings to fixed charges)

		Year Ended December 31, 2002			Nine Months Ended September 30, 2003
CANADIAN GAAP
Fixed charges
	Interest expense, before interest income	$	81.0		$	52.9
	Amortization of capitalized expenses related to indebtedness		4.6			3.8
	Interest capitalized to the cost of fixed assets		0.0			0.0
Fixed charges before adjustment		$	85.6		$	56.7
Interest reduction related to refinanced debt			(44.8	)		(29.2	)
Interest increase related to new debt (October 8, 2003)			55.7			39.3
			10.9			10.1
Pro forma fixed charges		$	96.5		$	66.8
Pro forma earnings
	Income from continuing operation before income taxes and non controlling interest		25.4			91.5
	Pro forma fixed charges		96.5			66.8
	Interest capitalized to the cost of fixed assests		0.0			0.0
	Amortization of capitalized interest		0.7			0.7
		$	122.6		$	159.0
Ratio of Pro forma earning to fixed charges			1.3			2.4
US GAAP
Fixed charges
	Interest expense, before interest income	$	77.5		$	43.1
	Amortization of capitalized expenses related to indebtedness		4.6			3.8
	Interest capitalized to the cost of fixed assets		0.0			0.0
Fixed charges before adjustment		$	82.1		$	46.9
Interest reduction related to refinanced debt			(44.8	)		(29.2	)
Interest increase related to new debt (October 8, 2003)			55.7			39.3
		$	10.9		$	10.1
Pro forma fixed charges		$	93.0		$	57.0
Pro forma earnings
	Income (loss) from continuing operation before income taxes and non controlling interest	$	(1,984.5	)	$	80.3
	Pro forma fixed charges		93.0			57.0
	Interest capitalized to the cost of fixed assests		0.0			0.0
	Amortization of capitalized interest		0.7			0.7
		$	(1,890.8	)	$	137.9
Ratio of Pro forma earning to fixed charges			—			2.4

For the year ended December 31, 2002, Pro forma earnings as calculated under US GAAP, were inadequate to cover our fixed charges and the coverage deficiency was $1,983.8 million.

EX-12.5

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Exhibit 12.5

VIDEOTRON LTEE

FINANCIAL STATEMENT SCHEDULE

SCHEDULE OF VALUATION AND QUALIFYING ACCOUNTS
(Amounts in thousands of Canadian dollars)

			Balance, beginning of year		Charged to costs and expenses (1)		Deductions (2)		Balance, end of year
Allowance for doubtful accounts receivable
	Year ended December 31:
		2000	$	6,425	$	9,535	$	8,438	$	7,522
		2001		7,522		10,160		9,341		8,341
		2002		8,341		11,084		8,210		11,215

Notes:

(1)

Represents increase in allowance for doubtful accounts receivable charged to expense.

(2)

Represents the accounts receivable written-off against the allowance for doubtful accounts receivable.

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VIDEOTRON LTEE FINANCIAL STATEMENT SCHEDULE SCHEDULE OF VALUATION AND QUALIFYING ACCOUNTS (Amounts in thousands of Canadian dollars)

EX-21.1

Exhibit 21.1

Subsidiaries of Vidéotron Ltée

Name of Subsidiary (Jurisdiction of Incorporation)

Vidéotron TVN inc. (Quebec)
CF Cable TV Inc. (Canada)
Videotron (Regional) Ltd. (Canada)
Vidéotron (1998) ltée (Quebec)
Le SuperClub Vidéotron ltée (Quebec)
Groupe de Divertissemement SuperClub inc. (Quebec)
Télé-Câble Charlevoix (1977) inc. (Quebec)
Société d'Édition et de Transcodage T.E. ltée (Quebec)

EX-23.1

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Exhibit 23.1

REPORT AND CONSENT OF
INDEPENDENT AUDITORS

The Board of Directors
Vidéotron Ltée
300 Viger Avenue East
Montréal, Québec, Canada
H2X 3W4

The audits referred to in our report dated January 21, 2003, except as to note 22 (e) which is as of October 8, 2003, included the related financial statement schedule as at and for each of the years in the three-year period ended December 31, 2002, included in the registration statement. This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement schedule based on our audits. In our opinion, such financial statement schedule, when considered in relation to the basic combined financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We consent to the use of our auditors' report dated January 21, 2003, except as to note 22 (e), which is as of October 8, 2003, on the combined balance sheets of Vidéotron Ltée as at December 31, 2001 and 2002, and the combined statements of operations, shareholder's equity and cash flows for each of the years in the three-year period ended December 31, 2002 included herein and to the reference to our firm under the heading "Independent Auditors" and "Selected Combined Financial and Operating Data" in the Prospectus.

/s/ KPMG LLP

Montréal, Canada
November 21, 2003

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REPORT AND CONSENT OF INDEPENDENT AUDITORS

EX-25.1

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Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT
TO SECTION 305(b) (2)

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

A U.S. National Banking Association	41-1592157
(Jurisdiction of incorporation or	(I.R.S. Employer
organization if not a U.S. national	Identification No.)
bank)
Sixth Street and Marquette Avenue
Minneapolis, Minnesota	55479
(Address of principal executive offices)	(Zip code)

Stanley S. Stroup, General Counsel
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
(612) 667-1234
(Agent for Service)

Videotron Ltee
(Exact name of obligor as specified in its charter)

Province of Quebec	Not applicable
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
300 Viger Avenue East
Montreal, Quebec H2X 3W4
Canada	Not applicable
(Address of principal executive offices)	(Zip code)

6⁷/8% Senior Notes due January 15, 2014
(Title of the indenture securities)

Item 1.    General Information.    Furnish the following information as to the trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency
Treasury Department
Washington, D.C.

Federal Deposit Insurance Corporation
Washington, D.C.

The Board of Governors of the Federal Reserve System
Washington, D.C.

(b)

Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2.    Affiliations with Obligor.    If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15.    Foreign Trustee.    Not applicable.

Item 16.    List of Exhibits.    List below all exhibits filed as a part of this Statement of Eligibility. Wells Fargo Bank incorporates by reference into this Form T-1 the exhibits attached hereto.

Exhibit 1.	a.	A copy of the Articles of Association of the trustee now in effect.***
Exhibit 2.	a.	A copy of the certificate of authority of the trustee to commence business issued June 28, 1872, by the Comptroller of the Currency to The Northwestern National Bank of Minneapolis.*
	b.	A copy of the certificate of the Comptroller of the Currency dated January 2, 1934, approving the consolidation of The Northwestern National Bank of Minneapolis and The Minnesota Loan and Trust Company of Minneapolis, with the surviving entity being titled Northwestern National Bank and Trust Company of Minneapolis.*
	c.	A copy of the certificate of the Acting Comptroller of the Currency dated January 12, 1943, as to change of corporate title of Northwestern National Bank and Trust Company of Minneapolis to Northwestern National Bank of Minneapolis.*
	d.	A copy of the letter dated May 12, 1983 from the Regional Counsel, Comptroller of the Currency, acknowledging receipt of notice of name change effective May 1, 1983 from Northwestern National Bank of Minneapolis to Norwest Bank Minneapolis, National Association.*

	e.	A copy of the letter dated January 4, 1988 from the Administrator of National Banks for the Comptroller of the Currency certifying approval of consolidation and merger effective January 1, 1988 of Norwest Bank Minneapolis, National Association with various other banks under the title of "Norwest Bank Minnesota, National Association."*
	f.	A copy of the letter dated July 10, 2000 from the Administrator of National Banks for the Comptroller of the Currency certifying approval of consolidation effective July 8, 2000 of Norwest Bank Minnesota, National Association with various other banks under the title of "Wells Fargo Bank Minnesota, National Association."****
Exhibit 3.	A copy of the authorization of the trustee to exercise corporate trust powers issued January 2, 1934, by the Federal Reserve Board.*
Exhibit 4.	Copy of By-laws of the trustee as now in effect.***
Exhibit 5.	Not applicable.
Exhibit 6.	The consent of the trustee required by Section 321(b) of the Act.
Exhibit 7.	Consolidated Report of Condition attached.
Exhibit 8.	Not applicable.
Exhibit 9.	Not applicable.

*

Incorporated by reference to exhibit number 25.1(b) filed with registration statement number 333-74872.

***

Incorporated by reference to exhibit T3G filed with registration statement number 022-22473.

****

Incorporated by reference to exhibit number 2f to the trustee's Form T-1 filed as exhibit 25.1 to the Current Report on Form 8-K, dated September 8, 2000 of NRG Energy Inc. file number 001-15891.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank Minnesota, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Minneapolis and State of Minnesota on the 4th day of November 2003.

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
By:	/s/ Joseph P. O'Donnell
	Joseph P. O'Donnell Assistant Vice President

EXHIBIT 6

November 4, 2003

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
By:	/s/ Joseph P. O'Donnell
	Joseph P. O'Donnell Assistant Vice President

EXHIBIT 7

Consolidated Report of Condition of
Wells Fargo Bank Minnesota, National Association
of Sixth Street and Marquette Avenue, Minneapolis, MN 55479
And Foreign and Domestic Subsidiaries,
at the close of business June 30, 2003, filed in accordance with 12 U.S.C. §161 for National Banks.

				Dollar Amounts In Millions
ASSETS
Cash and balances due from depository institutions:
	Noninterest-bearing balances and currency and coin			$	1,820
	Interest-bearing balances				63
Securities:
	Held-to-maturity securities				0
	Available-for-sale securities				1,865
	Federal funds sold and securities purchased under agreements to resell:
	Federal funds sold in domestic offices				10,646
	Securities purchased under agreements to resell				117
Loans and lease financing receivables:
	Loans and leases held for sale				20,213
	Loans and leases, net of unearned income		18,159
	LESS: Allowance for loan and lease losses		283
	Loans and leases, net of unearned income and allowance				17,876
Trading Assets					440
Premises and fixed assets (including capitalized leases)					148
Other real estate owned					6
Investments in unconsolidated subsidiaries and associated companies					0
Customers' liability to this bank on acceptances outstanding					17
Intangible assets
	Goodwill				291
	Other intangible assets				11
Other assets					1,380
Total assets				$	54,893
LIABILITIES
Deposits:
	In domestic offices			$	36,876
		Noninterest-bearing	24,165
		Interest-bearing	12,711
	In foreign offices, Edge and Agreement subsidiaries, and IBFs				4,858
		Noninterest-bearing	1
		Interest-bearing	4,857
Federal funds purchased and securities sold under agreements to repurchase:
	Federal funds purchased in domestic offices				1,391
	Securities sold under agreements to repurchase				286

		Dollar Amounts In Millions
Trading liabilities			50
Other borrowed money
	(includes mortgage indebtedness and obligations under capitalized leases)		6,718
Bank's liability on acceptances executed and outstanding			18
Subordinated notes and debentures			0
Other liabilities			1,192
Total liabilities		$	51,389
Minority interest in consolidated subsidiaries			0
EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			100
Surplus (exclude all surplus related to preferred stock)			2,134
Retained earnings			1,208
Accumulated other comprehensive income			62
Other equity capital components			0
Total equity capital			3,504
Total liabilities, minority interest, and equity capital		$	54,893

I, Karen B. Martin, Vice President of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Karen B. Martin
Vice President

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Jon R. Campbell
Marilyn A. Dahl	Directors
Gerald B. Stenson

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SIGNATURE
EXHIBIT 6
EXHIBIT 7

EX-99.1

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Exhibit 99.1

LETTER OF TRANSMITTAL

for
Tender of all Outstanding
6⁷/8% Senior Notes due January 15, 2014
in Exchange For 6⁷/8% Senior Notes due January 15, 2014
That Have Been Registered Under
the Securities Act of 1933, As Amended,

of

VIDÉOTRON LTÉE

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                        , 2003 (THE "EXPIRATION DATE"), UNLESS THE OFFER IS EXTENDED BY VIDÉOTRON LTÉE IN ITS SOLE DISCRETION.

The Exchange Agent for the Exchange Offer is:

WELLS FARGO BANK MINNESOTA, N.A.
Deliver to:

By Mail:	By Hand or Overnight Delivery:	By Facsimile:
Wells Fargo Bank Minnesota, N.A. Corporate Trust Services 213 Court Street, Suite 703 Middletown, Connecticut 06457	Wells Fargo Bank Minnesota, N.A. Corporate Trust Services 213 Court Street, Suite 703 Middletown, Connecticut 06457	(860) 704-6219 Confirm by Telephone: (860) 704-6217 Attention: Joseph P. O'Donnell

DELIVERY TO AN ADDRESS OTHER THAN THE DEPOSITORY TRUST COMPANY (ATOP) OR AS SET FORTH IN THIS LETTER OF TRANSMITTAL OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

        The undersigned acknowledges that he or she has received and reviewed the Prospectus dated                        , 2003 (the "Prospectus") of Vidéotron Ltée ("Vidéotron") and this letter of transmittal, which together constitute Vidéotron's offer (the "Exchange Offer") to exchange $1,000 in stated amount at maturity of a new series of 6⁷/8% Senior Notes due January 15, 2014 (the "New Notes") of Vidéotron for each $1,000 in stated amount at maturity of outstanding 6⁷/8% Senior Notes due January 15, 2014 (the "Old Notes") of Vidéotron. The terms of the New Notes are identical in all material respects (including stated amount at maturity, interest rate and maturity) to the terms of the Old Notes for which they may be exchanged pursuant to the Exchange Offer, except that the New Notes will have been registered under the Securities Act of 1933, as amended (the "Securities Act"), and, therefore, will not bear legends restricting their transfer.

        This letter of transmittal is to be used by Holders (as defined below) if: (i) certificates representing Old Notes are to be physically delivered to the Exchange Agent with this letter of transmittal by Holders; (ii) tender of Old Notes is to be made by book-entry transfer to the Exchange Agent's account at The Depository Trust Company ("DTC") by any financial institution that is a participant in DTC and whose name appears on a security position listing as the owner of Old Notes (such participants, acting on behalf of Holders, are referred to in this letter of transmittal, together with such Holders, as "Acting Holders"); or (iii) tender of Old Notes is to be made according to the guaranteed delivery procedures. DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

        If delivery of the Old Notes is to be made by book-entry transfer to the account maintained by the Exchange Agent at DTC as set forth in (ii) in the immediately preceding paragraph, this letter of transmittal need not be manually executed; provided, however, that tenders of Old Notes must be effected in accordance with the procedures mandated by DTC's Automated Tender Offer Program ("ATOP"). To tender Old Notes through ATOP, the electronic instructions sent to DTC and transmitted by DTC to the Exchange Agent must contain the character by which the participant acknowledges its receipt of, and agrees to be bound by, this letter of transmittal.

        Unless the context requires otherwise, the term "Holder" for purposes of this letter of transmittal means: (i) any person in whose name Old Notes are registered on the books of Vidéotron or any other person who has obtained a properly completed bond power from the registered Holder, or (ii) any participant in DTC whose Old Notes are held of record by DTC who desires to deliver such Old Notes by book-entry transfer at DTC.

        The undersigned has completed, executed and delivered this letter of transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.

        The instructions included with this letter of transmittal must be followed. Questions and requests for assistance or for additional copies of the Prospectus, this letter of transmittal and the Notice of Guaranteed Delivery may be directed to the Exchange Agent.

        HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR OLD NOTES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY.

        List below the Old Notes to which this letter of transmittal relates. If the space provided below is inadequate, the Certificate Numbers and Stated Amounts at Maturity should be listed on a separate signed schedule affixed hereto. Tenders of Old Notes will be accepted only in authorized denominations of $1,000.

DESCRIPTION OF OLD NOTES
Name(s) and Addresses of Registered Holder(s) (Please fill-in)		Certificate Number(s)* (Attach signed list if necessary)	Aggregate Stated Amount at Maturity Tendered (if less than all)**
	TOTAL STATED AMOUNT AT MATURITY OF OLD NOTES TENDERED
*	Need not be completed by Holders tendering by book-entry transfer.
**	Need not be completed by Holders who wish to tender with respect to all Old Notes listed. See Instruction 2.

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o	CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY DTC TO THE EXCHANGE AGENT'S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:
	Name of Tendering Institution
	DTC Book-Entry Account
	Transaction Code No.

        Holders who wish to tender their Old Notes and (i) whose Old Notes are not immediately available, or (ii) who cannot deliver their Old Notes, the letter of transmittal or any other required documents to the Exchange Agent prior to the Expiration Date, or cannot complete the procedure for book-entry transfer on a timely basis, may effect a tender according to the guaranteed delivery procedures and must also complete the Notice of Guaranteed Delivery.

o	CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:
	Name(s) of Holder(s) of Old Notes
	Window Ticket No. (if any)
	Date of Execution of Notice of Guaranteed Delivery
	Name of Eligible Institution That Guaranteed Delivery
	DTC Book-Entry Account No.
	If Delivered by Book-Entry Transfer: Name of Tendering Institution
	Transaction Code No.
o	CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
	Name
	Address

        If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of New Notes. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

3

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

        Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to Vidéotron the stated amount at maturity of Old Notes described on page 2. Subject to, and effective upon, the acceptance for exchange of the Old Notes tendered herewith, the undersigned hereby exchanges, assigns and transfers to, or upon the order of, Vidéotron all right, title and interest in and to such Old Notes. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that said Exchange Agent also acts as the agent of Vidéotron and as Trustee under the Indenture for the Old Notes and the New Notes) to cause the Old Notes to be assigned, transferred and exchanged. The undersigned represents and warrants that it has full power and authority to tender, exchange, assign and transfer the Old Notes and to acquire New Notes issuable upon the exchange of such tendered Old Notes, and that, when the same are accepted for exchange, Vidéotron will acquire good and unencumbered title to the tendered Old Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or proxies. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or Vidéotron to be necessary or desirable to complete the exchange, assignment and transfer of tendered Old Notes.

        The Exchange Offer is subject to certain conditions as set forth in the Prospectus under the caption "The Exchange Offer — Conditions to the Exchange Offer." The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by Vidéotron) as more particularly set forth in the Prospectus, Vidéotron may not be required to exchange any of the Old Notes tendered hereby and, in such event, the Old Notes not exchanged will be returned to the undersigned at the address shown below the signature of the undersigned.

        By tendering, each Holder of Old Notes represents to Vidéotron that (i) the New Notes acquired pursuant to the Exchange Offer are being obtained in the ordinary course of business of the person receiving such New Notes, whether or not such person is such Holder, (ii) neither the Holder of Old Notes nor any such other person has an arrangement or understanding with any person to participate in the distribution of such New Notes, (iii) if the Holder or any such other person is not a broker-dealer or is a broker-dealer but will not receive New Notes for its own account in exchange for Old Notes, it is not engaged in and does not intend to participate in a distribution of the New Notes and (iv) neither the Holder nor any such other person is an "affiliate" of Vidéotron within the meaning of Rule 405 under the Securities Act of 1933, as amended, or, if such person is such an "affiliate", that such person may not rely on the applicable interpretations of the staff of the U.S. Securities and Exchange Commission set forth in no-action letters described under "The Exchange Offer — Resale of the New Notes" in the Prospectus and will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable. If the tendering Holder or any such other person is a broker-dealer (whether or not it is also an "affiliate" of Vidéotron within the meaning of Rule 405 under the Securities Act) that will receive New Notes for its own account in exchange for Old Notes, it represents that the Old Notes to be exchanged for the New Notes were acquired by it as a result of market-making activities or other trading activities, and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes, the undersigned is not deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

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        For purposes of the Exchange Offer, Vidéotron shall be deemed to have accepted validly tendered Old Notes when, as and if Vidéotron has given oral or written notice of such acceptance to the Exchange Agent and complied with the applicable provisions of the Registration Rights Agreement. If any tendered Old Notes are not accepted for exchange pursuant to the Exchange Offer for any reason or if Old Notes are submitted for a greater stated amount at maturity than the Holder desires to exchange, such unaccepted or non-exchanged Old Notes will be returned without expense to the tendering Holder of such Old Notes (or, in the case of Old Notes tendered by book-entry transfer into the Exchange Agent's account at the Book-Entry Transfer Facility pursuant to customary book-entry transfer procedures, such non-exchanged Notes will be credited to an account maintained with such Book-Entry Transfer Facility) as promptly as practicable after the expiration or termination of the Exchange Offer.

        All authority conferred or agreed to be conferred by this letter of transmittal shall survive the death, incapacity or dissolution of the undersigned, and every obligation under this letter of transmittal shall be binding upon the undersigned's heirs, personal representatives, successors and assigns.

        The undersigned understands that tenders of Old Notes pursuant to the instructions hereto and Vidéotron's acceptance of such Old Notes will constitute a binding agreement between the undersigned and Vidéotron upon the terms and subject to the conditions of the Exchange Offer.

        Unless otherwise indicated under "Special Issuance Instructions," please issue the certificates representing the New Notes issued in exchange for the Old Notes accepted for exchange, and return any Old Notes not tendered or not exchanged, in the name(s) of the undersigned (or in either such event, in the case of Old Notes tendered by DTC, by credit to the account at DTC). Similarly, unless otherwise indicated under "Special Delivery Instructions," please send the certificates representing the New Notes issued in exchange for the Old Notes accepted for exchange and any certificates for Old Notes not tendered or not exchanged (and accompanying documents as appropriate) to the undersigned at the address shown below the undersigned's signature, unless, in either event, tender is being made through DTC. In the event that both "Special Issuance Instructions" and "Special Delivery Instructions" are completed, please issue the certificates representing the New Notes issued in exchange for the Old Notes accepted for exchange, and return any Old Notes not tendered or not exchanged, in the name(s) of, and send said certificates to, the person(s) so indicated. The undersigned recognizes that Vidéotron has no obligation pursuant to the "Special Issuance Instructions" and "Special Delivery Instructions" to transfer any Old Notes from the name of the registered Holder thereof if Vidéotron does not accept for exchange any of the Old Notes so tendered.

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SIGN HERE
(Please complete Substitute Form W-9 on Page 12)
(TO BE COMPLETED BY ALL TENDERING HOLDERS OF OUTSTANDING NOTES REGARDLESS OF WHETHER OLD NOTES ARE BEING PHYSICALLY DELIVERED HEREWITH)

    This letter of transmittal must be signed by the Holder(s) of Old Notes exactly as their name(s) appear(s) on certificate(s) for Old Notes or, if tendered by a participant in DTC, exactly as such participant's name appears on a security position listing as the owner of Old Notes, or by person(s) authorized to become registered Holder(s) by endorsements and documents transmitted with this letter of transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below under "Capacity" and submit evidence satisfactory to Vidéotron of such person's authority to so act. See Instruction 3. If the signature appearing below is not of the registered Holder(s) of the Old Notes, then the registered Holder(s) must sign a valid proxy.

x	Date:
x	Date:
Signature(s) of Holder(s) or Authorized Signatory
Name(s):	Address:
(Please Print)	(Including Zip Code)
Capacity(ies):	Area Code and Telephone No.:
Taxpayer Identification or Social Security No(s).:

SIGNATURE GUARANTEE
(See Instruction 3)
Certain Signatures Must Be Guaranteed by an Eligible Institution

(Name of Eligible Institution Guaranteeing Signatures)

(Address (including zip code) and Telephone Number (including area code) of Firm)

(Authorized Signature)

(Printed Name)

(Title)

Dated:

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SPECIAL ISSUANCE INSTRUCTIONS
(See Instruction 4)

    To be completed ONLY if certificates for Old Notes in a stated amount at maturity not tendered are to be issued in the name of, or the New Notes issued pursuant to the Exchange Offer are to be issued to the order of, someone other than the person(s) whose signature(s) appear(s) within this letter of transmittal or issued to an address different from that shown in the box entitled "Description of Old Notes" within this letter of transmittal, or if Old Notes tendered by book-entry transfer that are not accepted are maintained at DTC other than the account at DTC indicated above.

Name

(Please Print)

Address

(Include Zip Code)

(Tax Identification or Social Security No.)

(See Substitute Form W-9 on Page 12)

SPECIAL DELIVERY INSTRUCTIONS
(See Instruction 4)

    To be completed ONLY if certificates for Old Notes in a stated amount at maturity not tendered or not accepted for purchase or the New Notes issued pursuant to the Exchange Offer are to be sent to someone other than the person(s) whose signature(s) appear(s) within this letter of transmittal or to an address different from that shown in the box entitled "Description of Old Notes" within this letter of transmittal or to be credited to an account maintained at DTC other than the account at DTC indicated above.

Name

(Please Print)

Address

(Include Zip Code)

(Tax Identification or Social Security No.)

(See Substitute Form W-9 on Page 12)

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INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF
THE EXCHANGE OFFER

        1.     DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES. The certificates for the tendered Old Notes (or a confirmation of a book-entry into the Exchange Agent's account at DTC of all Old Notes delivered electronically), as well as a properly completed and duly executed copy of this letter of transmittal or facsimile hereof and any other documents required by this letter of transmittal, must be received by the Exchange Agent at its address set forth on page 1 prior to 5:00 p.m., New York City time, on the Expiration Date. The method of delivery of the tendered Old Notes, this letter of transmittal and all other required documents to the Exchange Agent is at the election and risk of the Holder and, except as otherwise provided below, the delivery will be deemed made only when actually received by the Exchange Agent. Instead of delivery by mail, it is recommended that the Holder use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery. No letter of transmittal or Old Notes should be sent to Vidéotron.

        Holders who wish to tender their Old Notes and (i) whose Old Notes are not immediately available or (ii) who cannot deliver their Old Notes, this letter of transmittal or any other documents required hereby to the Exchange Agent prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, must tender their Old Notes and follow the guaranteed delivery procedures set forth in the Prospectus. Pursuant to such procedures: (i) such tender must be made by or through an Eligible Institution (as defined below); (ii) prior to the Expiration Date, the Exchange Agent must have received from the Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery (by facsimile transmission, mail or hand delivery) setting forth the name and address of the Holder of the Old Notes, the certificate number or numbers of such Old Notes and the stated amount at maturity of Old Notes tendered, stating that the tender is being made by such Notice of Guaranteed Delivery and guaranteeing that within three New York Stock Exchange trading days after the Expiration Date, this letter of transmittal (or a copy of this letter of transmittal), together with the certificate(s) representing the Old Notes (or a confirmation of electronic mail delivery of book-entry into the Exchange Agent's account at DTC) and any other required documents will be deposited by the Eligible Institution with the Exchange Agent; and (iii) such properly completed and executed letter of transmittal (or a copy of this letter of transmittal), as well as all other documents required by this letter of transmittal and the certificate(s) representing all tendered Old Notes in proper form for transfer (or a confirmation of electronic mail delivery book-entry delivery into the Exchange Agent's account at DTC), must be received by the Exchange Agent within three New York Stock Exchange trading days after the Expiration Date. Any Holder of Old Notes who wishes to tender Old Notes pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery prior to 5:00 p.m., New York City time, on the Expiration Date.

        All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Old Notes will be determined by Vidéotron in its sole discretion, which determination will be final and binding. Vidéotron reserves the absolute right to reject any and all Old Notes not properly tendered or any Old Notes Vidéotron's acceptance of which would, in the opinion of counsel for Vidéotron, be unlawful. Vidéotron also reserves the absolute right to waive any defects, irregularities or conditions of tender as to particular Old Notes. Vidéotron's interpretation of the terms and conditions of the Exchange Offer (including the instructions in this letter of transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Old Notes must be cured within such time as Vidéotron shall determine. Although Vidéotron intends to notify Holders of defects or irregularities with respect to tenders of Old Notes, neither Vidéotron, the Exchange Agent nor any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of Old Notes, nor shall any of them incur any liability for failure to give such notification. Tenders of Old Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Old Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned without cost by the Exchange Agent to the tendering Holders of Old Notes, unless otherwise provided in this letter of transmittal, as soon as practicable following the expiration or termination of the Exchange Offer.

8

        2.     PARTIAL TENDERS. If less than all Old Notes are tendered, the tendering Holder should fill in the number of Old Notes tendered in the third column of the chart entitled "Description of Old Notes." All Old Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. If not all Old Notes are tendered, a certificate or certificates representing New Notes issued in exchange of any Old Notes tendered and accepted will be sent to the Holder at its registered address, unless a different address is provided in the appropriate box in this letter of transmittal or unless tender is made through DTC, promptly after the Old Notes are accepted for exchange.

        3.     SIGNATURE ON THE LETTER OF TRANSMITTAL; BOND POWER AND ENDORSEMENTS; GUARANTEE OF SIGNATURES. If this letter of transmittal (or a copy of this letter of transmittal) is signed by the registered Holder(s) of the Old Notes tendered herewith, the signature(s) must correspond with the name(s) as written on the face of the Old Notes without alteration, enlargement or any change whatsoever.

        If this letter of transmittal (or a copy of this letter of transmittal) is signed by the registered Holder of Old Notes tendered and the certificates for New Notes issued in exchange therefor are to be issued (or certificates for any untendered Old Notes are to be reissued) to the registered Holder, such Holder need not and should not endorse any tendered Old Notes, nor provide a separate bond power. In any other case, such holder must either properly endorse the Old Notes tendered or transmit a properly completed separate bond power with this letter of transmittal, with the signature on the endorsement or bond power guaranteed by an Eligible Institution.

        If this letter of transmittal (or a copy of this letter of transmittal) is signed by a person other than the registered Holder(s) of the Old Notes, the Old Notes surrendered for exchange must be endorsed or accompanied by a properly completed bond power that authorizes such person to tender the Old Notes on behalf of the registered Holder(s), in either case signed as the name(s) of the registered Holder(s) appear(s) on the Old Notes.

        If this letter of transmittal (or a copy of this letter of transmittal) or any Old Notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in fiduciary or representative capacities, such persons should so indicate when signing, and unless waived by Vidéotron, evidence satisfactory to Vidéotron of their authority to so act must be submitted with this letter of transmittal.

        Endorsements on Old Notes or signatures on bond powers required by this Instruction 3 must be guaranteed by an Eligible Institution.

        Signatures on this letter of transmittal (or a copy of this letter of transmittal) or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of a registered national securities exchange, a member firm of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Exchange Act (an "Eligible Institution"), unless the Old Notes tendered pursuant hereto are tendered (i) by a registered Holder (including any participant in DTC whose name appears on a security position listing as the owner of Old Notes) who has not completed the box on page 7 entitled "Special Issuance Instructions" or "Special Delivery Instructions" of this letter of transmittal or (ii) for the account of an Eligible Institution.

9

        4.     SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering Holders should include, in the applicable spaces, the name and address to which New Notes or substitute Old Notes for stated amounts at maturity not tendered or not accepted for exchange are to be sent, if different from the name and address of the person signing this letter of transmittal (or in the case of tender of the Old Notes through DTC, if different from the account maintained at DTC indicated above). In the case of issuance in a different name, the taxpayer identification number or social security number of the person named must also be provided.

        5.     TRANSFER TAXES. Vidéotron shall pay all transfer taxes, if any, applicable to the exchange of Old Notes pursuant to the Exchange Offer. If, however, certificates representing New Notes, or certificates representing Old Notes for stated amounts at maturity not tendered or accepted for exchange, are to be delivered to, or are to be issued in the name of, any person other than the registered Holder of the Old Notes being tendered, or if transfer taxes are imposed for any reason other than the exchange of Old Notes pursuant to the Exchange Offer, then the amount of any transfer taxes (whether imposed on the registered Holder or any other person) will be payable by the tendering Holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering Holder.

        Except as provided in this Instruction 5, it will not be necessary for transfer tax stamps to be affixed to the Old Notes listed in this letter of transmittal.

        6.     AMENDMENT OR WAIVER OF CONDITIONS. Vidéotron reserves the absolute right to amend, waive or modify, in whole or in part, any of the conditions to the Exchange Offer set forth in the Prospectus.

        7.     MUTILATED, LOST, STOLEN OR DESTROYED NOTES. Any Holder whose Old Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions.

        8.     REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the Exchange Offer, requests for assistance and requests for additional copies of the Prospectus and this letter of transmittal may be directed to the Exchange Agent at the address and telephone number set forth above.

        9.     NO CONDITIONAL TENDERS. No alternative, conditional or contingent tenders will be accepted. All tendering Holders of Old Notes, by execution of this letter of transmittal, waive any right to receive notice of the acceptance of their Old Notes for exchange.

        10.   WITHDRAWAL OF TENDERS. Tenders of Old Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

10

        For a withdrawal of a tender of Old Notes to be effective, a written or facsimile notice of withdrawal must be received by the Exchange Agent at its address set forth above prior to 5:00 p.m., New York City time, on the Expiration Date. Any such notice of withdrawal must (i) specify the name of the person who deposited the Old Notes to be withdrawn, (ii) identify the Old Notes to be withdrawn (including the principal amounts of such Old Notes), (iii) be signed by the Holder in the same manner as the original signature on this letter of transmittal (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the trustee under the Indenture register the transfer of such Old Notes into the name of the person withdrawing the tender and (iv) specify the name in which any such Old Notes are to be registered, if different from that of the Holder. If the Holder delivered or otherwise identified certificates representing Old Notes to the Exchange Agent, then the Holder must submit the serial numbers of the certificates to be withdrawn. If the Old Notes were tendered as a book-entry transfer, the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Old Notes and otherwise comply with the procedures of DTC.

        11.   DEFINITIONS. Capitalized terms used but not defined in this letter of transmittal shall have the respective meanings set forth in the Prospectus.

        IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE THEREOF (TOGETHER WITH CERTIFICATES FOR OLD NOTES AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.

11

IMPORTANT TAX INFORMATION

        The Holder is required to give the Exchange Agent its social security number or employer identification number. If the Notes are in more than one name or are not in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identifying Number on Substitute Form W-9 for additional guidance on which number to report.

TO BE COMPLETED BY ALL TENDERING HOLDERS

PAYOR'S NAME: VIDÉOTRON LTÉE
SUBSTITUTE	Please fill out your name and address below:
Form W-9
	Name:
Department Of The Treasury	Address (Number and street):
Internal Revenue Service
Payor's Request For Taxpayer	City, State and Zip Code:
Identification Number (TIN)
	PART I — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW	TIN:                                                             (Social Security Number or Employer Identification Number)
	PART II — CERTIFICATION — UNDER PENALTIES OF PERJURY, I CERTIFY THAT: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me) and (2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of failure to report all interest and dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding.	PART III —           Awaiting TIN                   o           Exempt                             o

Certification Instructions — You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because of under-reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item (2). If you are exempt from backup withholding, check the applicable box in Part 3.
Signature	Date
Name (Please Print)
Address (Number and street)
City, State and Zip Code

NOTE:
FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU UNDER THE NOTES. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

12

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE APPLICABLE BOX IN PART 3 OF SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

        I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number to the payor by the time of payment, 28% of all reportable payments made to me will be withheld until I provide a number and that, if I do not provide my taxpayer identification number within 60 days, such retained amounts shall be remitted to the IRS as backup withholding.

Signature Date

IMPORTANT: THIS LETTER OF TRANSMITTAL (TOGETHER WITH CERTIFICATES FOR OLD NOTES AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME ON THE EXPIRATION DATE.

(DO NOT WRITE IN SPACE BELOW)

CERTIFICATE SURRENDERED	OLD NOTES TENDERED	OLD NOTES ACCEPTED
Delivery Prepared by	Checked by	Date

13

QuickLinks

LETTER OF TRANSMITTAL
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
SIGN HERE (Please complete Substitute Form W-9 on Page 12) (TO BE COMPLETED BY ALL TENDERING HOLDERS OF OUTSTANDING NOTES REGARDLESS OF WHETHER OLD NOTES ARE BEING PHYSICALLY DELIVERED HEREWITH)
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

EX-99.2

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF ALL OUTSTANDING 6⁷/8% SENIOR NOTES DUE JANUARY 15, 2014
IN EXCHANGE
FOR 6⁷/8% SENIOR NOTES DUE JANUARY 15, 2014
THAT HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED,
OF
VIDÉOTRON LTÉE

        Registered holders of outstanding 6⁷/8% Senior Notes due January 15, 2014 (the "Old Notes") of Vidéotron Ltée ("Vidéotron") who wish to tender their Old Notes in exchange for a like stated amount at maturity of 6⁷/8% Senior Notes due January 15, 2014 (the "New Notes") of Vidéotron and, in each case, whose Old Notes are not immediately available or who cannot deliver their Old Notes and letter of transmittal (and any other documents required by the letter of transmittal) to Wells Fargo Bank Minnesota, N.A. (the "Exchange Agent"), prior to the Expiration Date, may use this Notice of Guaranteed Delivery or one substantially equivalent hereto. This Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight delivery) or mail to the Exchange Agent. See "The Exchange Offer — Procedures for Tendering Old Notes" in the Prospectus. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                        , 2003 (THE "EXPIRATION DATE"), UNLESS THE OFFER IS EXTENDED BY VIDÉOTRON IN ITS SOLE DISCRETION. TENDERS OF OLD NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 PM., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

The Exchange Agent for the Exchange Offer is:

WELLS FARGO BANK MINNESOTA, N.A.

Deliver to:

By Mail:	By Hand or Overnight Delivery:	By Facsimile:
Wells Fargo Bank Minnesota, N.A.	Wells Fargo Bank Minnesota, N.A.	(860) 704-6219
Corporate Trust Services	Corporate Trust Services	Confirm By Telephone:
213 Court Street, Suite 703	213 Court Street, Suite 703	(860) 704-6217
Middletown, Connecticut 06457	Middletown, Connecticut 06457	Attention: Joseph P. O'Donnell

        FOR ANY QUESTIONS REGARDING THIS NOTICE OF GUARANTEED DELIVERY OR FOR ANY ADDITIONAL INFORMATION, YOU MAY CONTACT THE EXCHANGE AGENT BY TELEPHONE AT (860) 704-6217, OR BY FACSIMILE AT (860) 704-6219.

        DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

        This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a letter of transmittal is required to be guaranteed by an Eligible Institution, such signature guarantee must appear in the applicable space provided on the letter of transmittal for Guarantee of Signatures.

LADIES & GENTLEMEN:

        The undersigned hereby tender(s) to Vidéotron, upon the terms and subject to the conditions set forth in the Prospectus and the accompanying letter of transmittal, receipt of which is hereby acknowledged, the aggregate stated amount at maturity of Old Notes set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus.

        The undersigned understands that tenders of Old Notes will be accepted only in stated amounts at maturity equal to $1,000 or integral multiples of $1,000. The undersigned understands that tenders of Old Notes pursuant to the Exchange Offer may not be withdrawn after 5:00 p.m., New York City time, on the Expiration Date. Tenders of Old Notes may also be withdrawn if the Exchange Offer is terminated without any such Old Notes being purchased thereunder or as otherwise provided in the Prospectus.

        All authority conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death or incapacity of the undersigned and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

PLEASE SIGN AND COMPLETE

Signature(s) of Registered Holder(s) or Authorized Signatory:	Name(s) of Registered Holder(s):
Stated Amount at Maturity of Old Notes Tendered:	Address:
Certificate No(s). of Old Notes (if available):	Area Code and Telephone No.:
	If Old Notes will be delivered by book-entry transfer at The
	Depository Trust Company, insert Depository Account No.:
Date:

        This Notice of Guaranteed Delivery must be signed by the registered holder(s) of Old Notes exactly as its (their) name(s) appear on certificates for Old Notes or on a security position listing as the owner of Old Notes, or by person(s) authorized to become registered Holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information.

PLEASE PRINT NAME(S) AND ADDRESS(ES)

Name(s):

Capacity:

Address(es):

DO NOT SEND OLD NOTES WITH THIS FORM. OLD NOTES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL.

GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)

        The undersigned, a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or a correspondent in the United States or an "eligible guarantor institution" as defined by Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby (a) represents that each holder of Old Notes on whose behalf this tender is being made "own(s)" the Old Notes covered hereby within the meaning of Rule 14e-4 under the Exchange Act, (b) represents that such tender of Old Notes complies with such Rule 14e-4, and (c) guarantees that, within three New York Stock Exchange trading days from the date of this Notice of Guaranteed Delivery, a properly completed and duly executed letter of transmittal, together with certificates representing the Old Notes covered hereby in proper form for transfer and required documents, will be deposited by the undersigned with the Exchange Agent.

        THE UNDERSIGNED ACKNOWLEDGES THAT IT MUST DELIVER THE LETTER OF TRANSMITTAL AND OLD NOTES TENDERED HEREBY TO THE EXCHANGE AGENT WITHIN THE TIME SET FORTH ABOVE AND THAT FAILURE TO DO SO COULD RESULT IN FINANCIAL LOSS TO THE UNDERSIGNED.

Name of Firm:	Authorized Signature
Address:
Area Code and Telephone No.:	Name:
	Title:
	Date:

EX-99.3

Exhibit 99.3

TENDER FOR ALL OUTSTANDING 6⁷/8% SENIOR NOTES DUE JANUARY 15, 2014
IN EXCHANGE FOR
6⁷/8% SENIOR NOTES DUE JANUARY 15, 2014
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OF
VIDÉOTRON LTÉE

To Registered Holders:

        We are enclosing herewith the material listed below relating to the offer (the "Exchange Offer") by Vidéotron Ltée ("Vidéotron") to exchange its 6⁷/8% Senior Notes due January 15, 2014 (the "New Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like stated amount at maturity of Vidéotron's issued and outstanding 6⁷/8% Senior Notes due January 15, 2014 (the "Old Notes") upon the terms and subject to the conditions set forth in the Prospectus, dated                        , 2003 (the "Prospectus"), and the related letter of transmittal.

        Enclosed herewith are copies of the following documents:

1.

Prospectus;



2.

Letter of transmittal including the Guidelines for Certification of Taxpayer Identifying Number;



3.

Notice of Guaranteed Delivery;



4.

Instruction to Registered Holder from Beneficial Owner; and



5.

Letter which may be sent to your clients for whose account you hold Old Notes in your name or in the name of your nominee, to accompany the instruction form referred to above, for obtaining such client's instruction with regard to the Exchange Offer.

        WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                        , 2003, UNLESS EXTENDED.

        The Exchange Offer is not conditioned upon any minimum number of Old Notes being tendered.

        Pursuant to the letter of transmittal, each holder of Old Notes will represent to Vidéotron that (i) the New Notes acquired pursuant to the Exchange Offer are being obtained in the ordinary course of business of the person receiving such New Notes, whether or not such person is such holder, (ii) neither the holder of the Old Notes nor any such other person has an arrangement or understanding with any person to participate in the distribution of such New Notes, (iii) if the holder or any such other person is not a broker-dealer, or is a broker-dealer but will not receive New Notes for its own account in exchange for Old Notes, it is not engaged in and does not intend to participate in a distribution of the New Notes and (iv) neither the holder nor any such other person is an "affiliate" of Vidéotron within the meaning of Rule 405 under the Securities Act or, if such person is an "affiliate," that such person may not rely on the applicable interpretations of the staff of the U.S. Securities and Exchange Commission set forth in no-action letters to third parties described under "The Exchange Offer — Resale of the New Notes" in the Prospectus and will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable. If the tendering holder or any such other person is a broker-dealer (whether or not it is also an "affiliate" of Vidéotron within the meaning of Rule 405 under the Securities Act) that will receive New Notes for its own account in exchange for Old Notes, such tendering holder will represent on behalf of such broker-dealer that the Old Notes to be exchanged for the New Notes were acquired by it as a result of market-making activities or other trading activities, and acknowledge on behalf of such broker-dealer that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        The enclosed Instruction to Registered Holder from Beneficial Owner contains an authorization by the beneficial owner of the Old Notes for you to make the foregoing representations.

        Vidéotron will not pay any fee or commission to any broker or dealer or to any other persons (other than the Exchange Agent for the Exchange Offer) in connection with the solicitation of tenders of Old Notes pursuant to the Exchange Offer. Vidéotron will pay or cause to be paid any transfer taxes payable on the transfer of Old Notes to it, except as otherwise provided in Instruction 5 of the enclosed letter of transmittal.

        Any inquiries you may have with respect to the Exchange Offer may be addressed to, and additional copies of the enclosed materials may be obtained from, the Exchange Agent, Wells Fargo Bank Minnesota, N.A., in the manner set forth below.

        The Exchange Agent for the Exchange Offer is:

WELLS FARGO BANK MINNESOTA, N.A.
Deliver to:

By Mail:	By Hand or Overnight Delivery:	By Facsimile:
Wells Fargo Bank Minnesota, N.A.	Wells Fargo Bank Minnesota, N.A.	(860) 704-6219
Corporate Trust Services	Corporate Trust Services	Confirm By Telephone:
213 Court Street, Suite 703	213 Court Street, Suite 703	c/o Deutsche Bank
Middletown, Connecticut 06457	Middletown, Connecticut 06457	Attention: Joseph P. O'Donnell

Very truly yours,

VIDÉOTRON LTÉE

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF VIDÉOTRON OR THE EXCHANGE AGENT, OR AUTHORIZE YOU TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

EX-99.4

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Exhibit 99.4

TENDER FOR ALL OUTSTANDING
6⁷/8% SENIOR NOTES DUE JANUARY 15, 2014
IN EXCHANGE FOR
6⁷/8% SENIOR NOTES DUE JANUARY 15, 2014
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OF
VIDÉOTRON LTÉE

        We are enclosing herewith a Prospectus, dated            , 2003 (the "Prospectus") of Vidéotron Ltée ("Vidéotron") and a related letter of transmittal (which together constitute the "Exchange Offer") relating to the offer by Vidéotron, to exchange its 6⁷/8% Senior Notes due January 15, 2014 (the "New Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like stated amount at maturity of its issued and outstanding 6⁷/8% Senior Notes due January 15, 2014 (the "Old Notes") upon the terms and subject to the conditions set forth in the Exchange Offer.

        PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                        , 2003, UNLESS EXTENDED BY VIDÉOTRON IN ITS SOLE DISCRETION.

        THE EXCHANGE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF OLD NOTES BEING TENDERED.

        We are the holder of record of Old Notes held by us for your account. A tender of such Old Notes can be made only by us as the record holder and pursuant to your instructions. The letter of transmittal is furnished to you for your information only and cannot be used by you to tender Old Notes held by us for your account.

        We request instructions as to whether you wish to tender any or all of the Old Notes held by us for your account pursuant to the terms and conditions of the Exchange Offer. Please so instruct us by completing, executing and returning to us the enclosed Instruction to Registered Holder from Beneficial Holder enclosed herewith. We also request that you confirm with such instruction form that we may on your behalf make the representations contained in the letter of transmittal.

        Pursuant to the letter of transmittal, each holder of Old Notes will represent to Vidéotron that (i) the New Notes acquired in the Exchange Offer are being obtained in the ordinary course of business of the person receiving such New Notes, whether or not such person is such holder, (ii) neither the holder of the Old Notes nor any such other person has an arrangement or understanding with any person to participate in the distribution of such New Notes, (iii) if the holder or any such other person is not a broker-dealer or is a broker-dealer but will not receive New Notes for its own account in exchange for Old Notes, it is not engaged in and does not intend to participate in a distribution of the New Notes and (iv) neither the holder nor any such other person is an "affiliate" of Vidéotron within the meaning of Rule 405 under the Securities Act or, if such person is an "affiliate," that such person may not rely on the applicable interpretations of the staff of the U.S. Securities and Exchange Commission set forth in no-action letters to third parties described under "The Exchange Offer — Resale of the New Notes" in the Prospectus and will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable. If the tendering holder or any such other person is a broker-dealer (whether or not it is also an "affiliate" of Vidéotron within the meaning of Rule 405 under the Securities Act) that will receive New Notes for its own account in exchange for Old Notes, we will represent on behalf of such broker-dealer that the Old Notes to be exchanged for the New Notes were acquired by it as a result of market-making activities or other trading activities, and acknowledge on behalf of such broker-dealer that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        Very truly yours,

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payor — Social Security numbers have nine digits separated by two hyphens: i.e. 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e. 00-0000000. The table below will help determine the number to give the payor.

For this type of account:		Give the SOCIAL SECURITY number or EMPLOYER IDENTIFICATION number of —
1.	An individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Husband and wife (joint account)	The actual owner of the account or, if combined funds, the first spouse on the account(1)
4.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
5.	Adult and minor (joint account)	The adult or, if the minor is the only contributor, the minor(1)
6.	Account in the name of guardian or committee for a designated ward, minor, or incompetent person	The ward, minor, or incompetent person(3)
7.	(a) The usual revocable savings trust (grantor is also trustee)	The grantor-trustee(1)
	(b) So-called trust account that is not a legal or valid trust under State law	The actual owner(1)
8.	Sole proprietorship	The owner(4)
9.	A valid trust, estate, or pension trust	The legal entity (do not furnish the taxpayer identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)(5)
10.	Corporate	The corporation
11.	Religious, charitable, or educational organization	The organization
12.	Association, club, or other tax-exempt organization	The organization
13.	Partnership (account held in the name of the business)	The partnership
14.	A broker or registered nominee	The broker or nominee
15.	Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)

List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person's social security number must be furnished.

(2)

Circle the minor's name and furnish the minor's social security number.

(3)

Circle the ward's, minor's or incompetent person's name and furnish such person's social security number.

(4)

You must show your individual name, but you may also enter business or "doing business as" name. You may use either your social security number or your employer identification number (if you have one).

(5)

List first and circle the name of the legal trust, estate, or pension trust.

        Note:    If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

EX-99.5

Exhibit 99.5

INSTRUCTION TO REGISTERED HOLDER FROM BENEFICIAL OWNER
OF
6⁷/8% SENIOR NOTES DUE JANUARY 15, 2014
OF
VIDÉOTRON LTÉE

To Registered Holder:

        The undersigned hereby acknowledges receipt of the Prospectus dated                        , 2003 (the "Prospectus") of Vidéotron Ltée ("Vidéotron"), and accompanying letter of transmittal, that together constitute Vidéotron's offer (the "Exchange Offer") to exchange $1,000 in stated amount at maturity of a new series of 6⁷/8% Senior Notes due January 15, 2014 that have been registered under the Securities Act of 1933, as amended, (the "New Notes") of Vidéotron for each $1,000 in stated amount at maturity of outstanding 6⁷/8% Senior Notes due January 15, 2014 (the "Old Notes") of Vidéotron. Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.

        This will instruct you, the registered holder, as to the action to be taken by you relating to the Exchange Offer with respect to the Old Notes held by you for the account of the undersigned.

        The aggregate face amount of the Old Notes held by you for the account of the undersigned is (fill in amount):

        $ of 6⁷/8% Senior Notes due January 15, 2014.

        With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

        o To TENDER the following Old Notes held by you for the account of the undersigned (insert stated amount at maturity of Old Notes to be tendered (if any)):

        $ of 6⁷/8% Senior Notes due January 15, 2014.

        o NOT to TENDER any Old Notes held by you for the account of the undersigned.

        If the undersigned instructs you to tender Old Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the letter of transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations, that (i) the New Notes acquired pursuant to the Exchange Offer are being obtained in the ordinary course of business of the undersigned, (ii) the undersigned has no arrangement or understanding with any person to participate in the distribution of such New Notes, (iii) if the undersigned is not a broker-dealer, or is a broker-dealer but will not receive New Notes for its own account in exchange for Old Notes, the undersigned is not engaged in and does not intend to participate in the distribution of such New Notes and (iv) the undersigned is not an "affiliate" of Vidéotron within the meaning of Rule 405 under the Securities Act, or, if the undersigned is an "affiliate," that the undersigned may not rely on the applicable interpretations of the staff of the U.S. Securities and Exchange Commission set forth in no-action letters described under "The Exchange Offer — Resale of the New Notes" in the Prospectus and will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable. If the undersigned is a broker-dealer (whether or not it is also an "affiliate" of Vidéotron within the meaning of Rule 405 under the Securities Act) that will receive New Notes for its own account in exchange for Old Notes, it represents that such Old Notes were acquired as a result of market-making activities or other trading activities, and it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes, the undersigned is not deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

SIGN HERE

Name of beneficial owner(s) (please print):

Signature(s):

Address:

Telephone Number:

Taxpayer identification or Social Security Number:

Date: