F-4

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As filed with the Securities and Exchange Commission on October 14, 2005

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 Québec (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 Montréal, Québec 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:
Frédéric Despars, Esq. Vidéotron Ltée 300 Viger Avenue East Montréal, Quebec H2X 3W4 Canada (514) 281-1232	Marc Lacourcière, Esq. Ogilvy Renault LLP 1981 McGill College Avenue, Suite 1100 Montréal, Quebec 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. 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)
63/8% Senior Notes due December 15, 2015	$175,000,000	100%	$175,000,000	$20,597.50
Guarantees of 63/8% Senior Notes due December 15, 2015(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 6³/8% Senior Notes due December 15, 2015 of Vidéotron Ltée, which are being registered concurrently, is payable.

The co-registrants hereby amend this registration statement on such date or 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 6³/8% Senior Notes due December 15, 2015 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
Groupe de Divertissement SuperClub Inc.	Province of Québec	7841	N/A
Le SuperClub Vidéotron Ltée	Province of Québec	7841	N/A
SuperClub Properties Inc.	Province of Québec	7841	N/A
SuperClub Videotron Canada Inc.	Province of Québec	7841	N/A
CF Cable TV Inc.	Canada	4841	N/A
Videotron (Regional) Ltd.	Canada	4841	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 it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated October 14, 2005

PROSPECTUS

US$175,000,000

Vidéotron Ltée

Offer to Exchange All Outstanding
6³/8% Senior Notes due December 15, 2015
Issued on September 16, 2005 for
New 6³/8% Senior Notes due December 15, 2015

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. In this prospectus, we refer to our outstanding 6³/8% Senior Notes due December 15, 2015 as the "old notes" and to the new 6³/8% Senior Notes due December 15, 2015 to be issued in exchange for the old notes as the "Notes."

•

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            , 2005, unless we extend the exchange offer.

The New Notes:

•

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

•

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

•

The Notes, like the old notes, will be unsecured, will be guaranteed by our current subsidiaries, and will rank:

—

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 Notes or the subsidiary guarantees;

—

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

—

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

—

effectively junior to all debt and other obligations of any of our subsidiaries that do not guarantee the Notes.

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 October             , 2005

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	iii
Exchange Rates	iv
Summary	1
Risk Factors	14
Use of Proceeds	25
Capitalization	26
Selected Consolidated Financial and Operating Data	27
Management's Discussion and Analysis of Financial Condition and Results of Operations	33
Business	51
Management	74
Our Shareholder	80
Certain Relationships and Related Transactions	80
Description of Certain Indebtedness	84
The Exchange Offer	86
Description of the Notes	96
Certain Tax Considerations	139
Plan of Distribution	142
Legal Matters	142
Independent Auditors	142
Where You Can Find More Information	143
Index to Financial Statements	F-1

This prospectus incorporates by reference documents that contain important business and financial information about Vidéotron Ltée 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, Montréal, Quebec, Canada H2X 3W4, Attention: Corporate Secretary, telephone number (514) 281-1232. 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                 , 2005.

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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 Notes will be issued, to accept service of process in any suit, action or proceeding with respect to the indenture or the 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 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 LLP, our legal 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 of 1933, as amended, or 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" as well as statements 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. While the below list of cautionary statements is not exhaustive, some important factors that could affect future operating results, financial position and cash flows and could cause actual results to differ materially from those expressed in these forward-looking statements are:

•

general economic, financial or market conditions;



•

the intensity of competitive activity in the industries in which we operate;



•

unanticipated higher capital spending required to address continued development of competitive alternative technologies;



•

changes in our ability to obtain services and other items critical to our operations;



•

changes in laws and regulations, or in their interpretations, which could result in, among other things, the loss (or reduction in value) of our licenses or markets or in an increase in competition, compliance costs or capital expenditures; and



•

other factors that are beyond our control.

These and other factors could cause actual results to differ materially from our expectations expressed in the forward-looking statements included in this prospectus, and further details and descriptions of these and other

ii

factors are disclosed in this prospectus, including under the section "Risk Factors." Each of these forward-looking statements speaks 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

        Our consolidated financial statements, the financial statements of Videotron Telecom Ltd. and our unaudited pro forma combined financial information included in this prospectus 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, which differ in certain respects from U.S. generally accepted accounting principles, or U.S. GAAP, see note 22 to our audited consolidated financial statements for the years ended December 31, 2002, 2003 and 2004, note 7 to our unaudited interim consolidated financial statements for the six months ended June 30, 2004 and 2005, note 19 to the audited financial statements of Videotron Telecom Ltd. for the years ended December 31, 2003 and 2004, note 5 to the unaudited interim financial statements of Videotron Telecom Ltd. for the six months ended June 30, 2004 and 2005 and note (b) to our unaudited pro forma combined financial information, all of which are included in this prospectus.

        Both we and Videotron Telecom Ltd. 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 US 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 and the financial performance of Videotron Telecom Ltd. For example, in this prospectus we use EBITDA (and related ratios), cash interest expense, and long-term debt excluding $150.0 million that we owe to Quebecor Media Inc., or Quebecor Media, under a subordinated loan due in 2015, or the QMI Subordinated Loan. We provide the calculation of these non-GAAP financial measures and a reconciliation to the most directly comparable GAAP financial measures in notes 6, 7 and 9 under "Selected Consolidated Financial and Operating Data."

iii

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 US 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 October 13, 2005, the inverse of the noon buying rate was Cdn$1.00 equals US$0.8449.

Year Ended	Average(1)	High	Low	Period End
December 31, 2004	0.7719	0.8493	0.7158	0.8310
December 31, 2003	0.7136	0.7738	0.6349	0.7738
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

Six Months Ended	Average(1)	High	Low	Period End
June 30, 2005	0.8095	0.8346	0.7872	0.8159
June 30, 2004	0.7448	0.7880	0.7158	0.7459

Month Ended	Average(2)	High	Low	Period End
September 30, 2005	0.8493	0.8615	0.8418	0.8615
August 31, 2005	0.8304	0.8412	0.8207	0.8408
July 31, 2005	0.8177	0.8300	0.8041	0.8159
June 30, 2005	0.8063	0.8159	0.7950	0.8159
May 31, 2005	0.7965	0.8082	0.7872	0.7992
April 30, 2005	0.8091	0.8233	0.7957	0.7957

(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.

        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 included in this prospectus to help you understand Vidéotron Ltée, the exchange offer and the Notes. For a more complete understanding of Vidéotron Ltée, the exchange offer and the Notes, we encourage you to read this entire prospectus carefully. 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.

Our Business

        We are the largest cable operator in the Province of Québec and the third largest in Canada based on the number of cable customers. We offer pay television, Internet access and telephony services. Our cable network covers approximately 80% of Quebec's 3.0 million residential and commercial premises passed by cable. Our cable licenses include 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.

        Our bi-directional hybrid fiber coaxial (HFC) network enabled us to launch, in January 2005, a new telephony service using Voice over IP technology in selected areas of the Province of Québec (South Shore of Montréal, Montréal, Laval and Quebec City) to our residential and commercial customers.

        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 and game rental stores in the Province of Québec and among the largest of such chains in Canada, with a total of 286 retail locations (of which 237 are franchised) and more than 1.65 million video club rental members. SuperClub Vidéotron's operations include approximately 100 video and video game rental stores that we acquired in July 2004 from Jumbo Entertainment Inc., a nation-wide Canadian franchisor and operator of such stores.

Recent Developments

        On July 15, 2005, our subsidiary, CF Cable TV Inc., or CF Cable, redeemed all of its issued and outstanding notes, or the CF Cable notes, for an aggregate cash consideration of $99.6 million. CF Cable and its subsidiaries were guarantors of our obligations under our credit facilities and, following the redemption of the CF Cable notes, they also became guarantors of our existing 6⁷/8% Senior Notes due January 15, 2014. CF Cable and its subsidiaries will also be guarantors of the Notes offered by this prospectus.

        On July 19, 2005, we paid a dividend of $100.0 million to our sole shareholder, Quebecor Media.

        As of August 31, 2005, we had 1,459,123 basic cable television customers, 571,858 high-speed Internet access customers and 75,307 Voice over IP telephony customers, representing 60.6%, 23.7% and 3.1%, respectively, of our total homes passed, as well as 411,124 digital television customers, representing 28.2% of our basic cable customers.

        On September 16, 2005, we completed the private placement of, and issued, the old notes to the initial purchasers thereof.

        On September 20, 2005, we announced that we had signed a strategic relationship agreement with a partnership owned by Rogers Wireless Inc., or Rogers Wireless, the operator of Canada's largest integrated wireless voice and data network, that will enable us to offer Québec consumers a quadruple play of television, broadband Internet, cable telephony and Vidéotron branded mobile wireless services. We will operate as a Mobile Virtual Network Operator, or MVNO, utilizing wireless voice and data services provided by Rogers Wireless across its

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GSM/GPRS network. We currently intend to launch our mobile wireless offering during the first half of 2006, with services to include international roaming and popular options. We will be responsible for acquiring and billing customers, as well as for providing customer support under our own brand.

Our Shareholder

        We are a wholly owned subsidiary of Quebecor Media, 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.

        Quebecor Media is 54.7% owned by Quebecor Inc., a communications holding company, and 45.3% owned by Capital d'Amérique CDPQ inc. Quebecor Inc.'s primary assets are its interests in Quebecor Media and Quebecor World Inc., one of the world's largest commercial printers. Capital d'Amérique CDPQ inc. is a wholly owned subsidiary of Caisse de dépôt et placement du Québec, Canada's largest pension fund with approximately $175 billion in assets under management.

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

Our Corporate Structure

        Our current corporate structure (certain immaterial subsidiaries have been omitted) is:

(1)

We expect that Videotron Telecom Ltd., a wholly owned indirect subsidiary of Quebecor Media, will merge with us on January 1, 2006. See "— Reorganization."

        All of the subsidiaries in the above corporate chart are wholly owned and are guarantors of the old notes and the Notes.

Reorganization

        We currently expect that Videotron Telecom Ltd., or Videotron Telecom, a wholly owned indirect subsidiary of Quebecor Media, will merge with us on January 1, 2006. Combining Videotron Telecom's telecommunication network and expertise with our commercial customer base will enable us to offer additional bundled services to those customers, which we expect will result in new business opportunities. This reorganization is a continuation of the existing collaboration between us and Videotron Telecom in, among other things, the Voice over IP telephony project and fiber network development, and it reflects our corporate strategy to improve our operating efficiency.

2

        Videotron Telecom is a provider of a full range of business telecommunications services, including local service, long distance, high speed data transmission, Internet connectivity and Internet hosting, to customers that include businesses and governmental end users and other telecommunications service providers in Canada. Videotron Telecom's regional network has over 9,000 km of fiber optic cable in Quebec and 2,000 km in Ontario and reaches more than 80% of the businesses located in the major metropolitan areas of each of Quebec and Ontario. Videotron Telecom's extensive network supports direct connectivity with networks in Ontario, eastern Quebec, the Maritimes and the United States. In addition, approximately 35% of Videotron Telecom's revenue in 2004 came from services provided to Quebecor Inc. and its subsidiaries, including Quebecor Media.

        For the year ended December 31, 2004, Videotron Telecom generated revenues of $78.6 million (including $12.6 million of revenues from Vidéotron and its subsidiaries) and EBITDA of $20.8 million. For the six-month period ended June 30, 2005, Videotron Telecom's revenues were $47.7 million (including $9.4 million of revenues from Vidéotron and its subsidiaries) and EBITDA was $13.8 million. See the reconciliation of Videotron Telecom's EBITDA to its net loss in note 7 under "Selected Consolidated Financial and Operating Data."

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.

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The Exchange Offer

The summary below describes the principal terms of the exchange offer and 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.

        On September 16, 2005, we sold our 6³/8% Senior Notes due December 15, 2015 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. We and the subsidiary guarantors of the old notes entered into a registration rights agreement with the initial purchasers of such notes. 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 on which 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 March 15, 2006, 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 your old notes for the Notes in the exchange offer. The Notes are identical in all material respects to, and will evidence the same continuing indebtedness as, the old notes except that:

•

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



•

the 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 Notes if (a) the exchange offer registration statement that includes this prospectus is not declared effective by January 16, 2006 or (b) if the exchange offer is not consummated by February 15, 2006, 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 Notes.

The Exchange Offer	We are offering to exchange up to US$175.0 million aggregate principal amount of our new 63/8% Senior Notes due December 15, 2015, which have been registered under the Securities Act, for up to US$175.0 million aggregate principal amount of our old 63/8% Senior Notes due December 15, 2015, which were issued on September 16, 2005 pursuant to a private placement offering. Old notes may be exchanged only in integral multiples of US$1,000.
Resale of the Notes	Based on interpretations by the staff of the Securities and Exchange Commission, or the SEC, set forth in no-action letters issued to third parties, we believe that the 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 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 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 Notes. If this interpretation is inapplicable and you transfer any 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.

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	Each broker-dealer that receives 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 Notes. See "Plan of Distribution."
	Any holder of Notes who:
	•  is our "affiliate" as defined in Rule 405 under the Securities Act;
	•  does not acquire the 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 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 Notes.
Expiration of the Exchange Offer	The exchange offer will expire at 5:00 p.m., New York City time, on            , 2005, unless we decide to extend the expiration date.
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 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, or ATOP, by which you will agree to be bound by the letter of transmittal.
	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 Notes in the ordinary course of business;
	•  you have no arrangement or understanding with any person to participate in the distribution of the Notes;
	•  if you are a broker-dealer that will receive 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 Notes; and

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	•  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."
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.
Consequences of Failure to Exchange the Old Notes for the 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 Notes will generally not be a taxable event for U.S. and Canadian federal income tax purposes. See "Certain Tax Considerations."
Use of Proceeds	We will not receive any cash proceeds from the issuance of the Notes in the exchange offer. We will pay all expenses incidental to the exchange offer. See "Use of Proceeds" and "The Exchange Offer — Fees and Expenses."
Exchange Agent for Notes	Wells Fargo Bank, National Association is the exchange agent for the exchange offer.
Dissenter or Appraisal Rights	Holders of old notes will not have dissenters' or appraisal rights in connection with the exchange offer.

6

The 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$175,000,000 in principal amount of 63/8% senior unsecured notes due December 15, 2015. The Notes will be issued under an indenture dated as of September 16, 2005 between us and Wells Fargo Bank, National Association as trustee, which is the same indenture under which we issued the old notes.
Maturity	The Notes will mature on December 15, 2015.
Interest Rate and Payment Dates	The Notes will bear interest at the rate of 63/8% per annum. Interest on the Notes will be payable semi-annually in arrears on December 15 and June 15 commencing on December 15, 2005. Interest on the Notes will accrue from the most recent date through which interest has been paid, or if no interest has been paid, from the date of original issuance of the old notes.
Ranking	The Notes will be senior unsecured obligations of Vidéotron Ltée. Accordingly, the Notes will rank:
	•	equally with all of our existing and future unsecured unsubordinated indebtedness (including the old notes and our 67/8% Senior Notes due January 15, 2014);
	•	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.
	As of June 30, 2005, after giving effect to the redemption of the CF Cable notes for an aggregate amount of $99.6 million, the payment of a dividend of $100.0 million to Quebecor Media and the drawdown of $106.0 million on our credit facilities (all of which occurred in July 2005), the completion of the offering of the old notes and the application of the net proceeds therefrom as described under "Use of Proceeds" (all based on the noon buying rate on June 30, 2005), but excluding the QMI Subordinated Loan, we would have had $1,024.6 million of long-term debt, none of which would have been secured. See "Capitalization."
Guarantees	The 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 December 15, 2010 at the redemption prices described in the section "Description of the Notes — Optional Redemption" plus accrued and unpaid interest.
	In addition, on or before December 15, 2008, 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 our 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."
Tax Consequences	For a discussion of the possible U.S. and Canadian federal income tax consequences of an investment in the 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 Notes.

8

Use of Proceeds	We will not receive any cash proceeds from the issuance of the Notes in the exchange offer. See "Use of Proceeds."
Absence of an Active Public Market for the Notes	The old notes are presently eligible for trading in the PORTAL market. We do not intend to apply for the Notes to be listed on any securities exchange or to arrange for any quotation system to quote them. The initial purchasers of the old notes have advised us that they intend to make a market for the Notes, but they are not obligated to do so. The initial purchasers may discontinue any market making in the Notes at any time in their sole discretion.
	Accordingly, we cannot assure you that a liquid market for the Notes will develop or be maintained.
Exchange Offer; Registration Rights	Pursuant to a registration rights agreement among us and the initial purchasers of the old notes, we agreed to:
	•	file a registration statement within 45 days after the issue date of the old notes, relating to the exchange of the privately placed old notes for publicly registered exchange notes with substantially identical terms evidencing the same continuing indebtedness;
	•	use our best efforts to cause the registration statement to become effective within 120 days after the issue date of the old notes;
	•	keep the exchange offer open for not less than 30 days nor more than 45 days; and
	•	file a shelf registration statement for the resale of the old notes if we cannot effect an exchange offer within the specified time period and in certain other circumstances described in this prospectus.
	We intend the registration statement relating to this prospectus to satisfy these obligations. If we do not comply with our obligations under the registration rights agreement, we will be required to pay additional special interest on the old notes and/or the Notes under specific circumstances. See "The Exchange Offer — Purpose and Effect of the Exchange Offer."
Offering; Transfer Restrictions	The Notes are not being offered for sale and may not be offered or sold directly or indirectly in Canada except in accordance with applicable securities laws of the provinces and territories of Canada. We are not required, and do not intend, to qualify by prospectus in Canada the Notes, and accordingly, the Notes will be subject to restrictions on resale in Canada.

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

9

Summary Consolidated Financial and
Operating Data and Pro Forma Combined Financial Information

        The following tables present financial information derived from our consolidated financial statements. Our audited consolidated financial statements included in this prospectus are comprised of balance sheets as at December 31, 2003 and 2004 and the statements of operations, shareholder's equity and cash flows for each of the years in the three-year period ended December 31, 2004 and have been audited by KPMG LLP, independent chartered accountants. KPMG LLP's report on these audited consolidated financial statements is included in this prospectus.

        The consolidated balance sheet data as at December 31, 2002 have been derived from the audited consolidated balance sheet not included in this prospectus. The financial data for the six months ended June 30, 2004 and 2005 are derived from our unaudited interim consolidated financial statements for such periods included in this prospectus. In the opinion of management, our unaudited interim consolidated financial statements for the six months ended June 30, 2004 and 2005 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. Our unaudited pro forma combined financial data presented below are derived from our unaudited pro forma combined financial statements included elsewhere in this prospectus.

        Our unaudited pro forma combined statements of operations included in this prospectus give effect to the reorganization described under "Summary — Reorganization" as if it had occurred on January 1, 2002, and our unaudited pro forma combined balance sheet included in this prospectus gives effect to this reorganization as if it had occurred on June 30, 2005. Our unaudited pro forma combined financial statements are based on our historical consolidated financial statements included in this prospectus and Videotron Telecom's audited financial statements for the years ended December 31, 2003 and 2004 and unaudited interim financial statements as at and for the six months ended June 30, 2004 and 2005 are included in this prospectus. Our unaudited pro forma combined financial statements purport neither to represent what our results of operations or financial position would have been had this reorganization in fact occurred on January 1, 2002 or June 30, 2005 nor to project our results of operations or financial position for any future period or date. The pro forma adjustments eliminate significant transactions and balances between us and Videotron Telecom.

        The information presented below the captions "Other Financial Data and Ratios" and "Other Financial Data" is unaudited except for cash flows and capital expenditures for the years ended December 31, 2002, 2003 and 2004. All information contained in the following tables should be read in conjunction with, and is qualified in its entirety by reference to, all our consolidated financial statements and the related notes included in this prospectus and the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations." The information presented below the caption "Operating Data" is not derived from our consolidated financial statements.

        Our financial statements and our unaudited pro forma combined financial information have been prepared in accordance with Canadian GAAP. For a discussion of the principal differences between Canadian GAAP and U.S. GAAP, see note 22 to our audited consolidated financial statements for the years ended December 31, 2002, 2003 and 2004, note 7 to our unaudited consolidated financial statements for the six months ended June 30, 2004 and 2005 and note (b) to our unaudited pro forma combined financial information included in this prospectus.

10

												Pro Forma Combined(16)									Pro Forma Combined(16)
															Six Months Ended June 30,
			Year Ended December 31,
												Year Ended December 31, 2004									Six Months Ended June 30, 2005
			2002			2003			2004						2004			2005
			(restated)(1)									(unaudited)			(unaudited)						(unaudited)
			(dollars in thousands)
Statement of Operations Data:
Operating revenues:
	Cable television		$	579,200		$	558,887		$	576,825		$	576,825		$	283,312		$	302,502		$	302,502
	Internet access			135,514			183,268			222,458			222,458			105,991			129,311			129,311
	Telecommunications			—			—			—			65,962			—			—			38,275
	Video stores			35,344			38,450			48,058			48,058			20,460			25,800			25,800
	Other(1)			30,982			24,396			24,277			24,277			9,354			15,556			15,556
		Total operating revenues		781,040			805,001			871,618			937,580			419,117			473,169			511,444
Direct costs(1)				259,686			245,967			250,442			256,264			124,394			127,867			129,195
Operating, general and administrative expenses(1)				285,816			283,784			279,999			317,885			130,937			158,189			181,304
Depreciation and amortization(1)				120,016			122,958			130,215			163,862			63,315			62,484			79,877
Financial expenses				76,188			64,602			177,985			177,985			91,461			33,081			33,149
Dividend income from parent company				—			—			(111,055	)		(111,055	)		(55,210	)		—			—
Other items(2)				25,000			(2,500	)		—			1,636			—			(387	)		(387	)
Income taxes(1)				2,663			26,830			(3,440	)		(6,947	)		4,576			28,151			27,495
Non-controlling interest in a subsidiary				188			49			100			100			43			35			35
Net income(1)			$	11,483		$	63,311		$	147,372		$	137,850		$	59,601		$	63,749		$	60,776
Balance Sheet Data:
Cash and cash equivalents			$	16,041		$	28,329		$	36,230					$	18,043		$	87,989		$	87,989
Total assets(1)				1,570,463			1,525,605			1,630,861						2,604,008			1,637,428			1,896,586
Long-term debt, excluding QMI subordinated loans(3)(4)(9)				1,119,625			886,677			888,908						876,592			904,837			904,837
QMI subordinated loans(4)				—			150,000			150,000						1,250,000			150,000			150,000
Common shares(3)				1			173,236			173,236						173,236			173,236			333,593
Shareholder's equity(3)				(345,189	)		70,817			38,030						90,512			91,795			332,854
Other Financial Data and Ratios:
EBITDA(1)(5)			$	210,350		$	277,701		$	341,077		$	361,805		$	163,743		$	187,465		$	201,297
EBITDA margin(1)(5)				26.9	%		34.5	%		39.1	%		38.6	%		39.1	%		39.6	%		39.4	%
Cash flows from operating activities			$	195,934		$	194,078		$	310,675					$	96,268		$	138,729
Cash flows used in investing activities				(91,878	)		(110,802	)		(128,867	)					(1,136,852	)		(84,679	)
Cash flows from (used in) financing activities				(159,372	)		(72,094	)		(174,759	)					1,031,899			(12,440	)
Capital expenditures(6)				93,041			90,284			123,030						60,516			70,955
Cash interest expense(7)				76,416			65,098			59,358						30,209			30,105			30,108
Ratio of long-term debt, excluding QMI subordinated loans, to EBITDA(1)(3)(4)(5)(8)(9)				5.3x			3.2x			2.6x						2.7x			2.4x			2.5x
Ratio of EBITDA to cash interest expense(1)(5)(7)(10)				2.8x			4.3x			5.7x						5.4x			6.2x			6.7x
Operating Data (Unaudited):
Basic analog cable
Homes passed(11)				2,329,023			2,351,344			2,383,443						2,365,817			2,401,620
Basic customers(12)				1,431,060			1,424,144			1,452,554						1,419,405			1,443,126
Basic penetration(13)				61.4	%		60.6	%		60.9	%					60.0	%		60.1	%
Digital Cable
Digital customers				171,625			240,863			333,664						288,606			381,049
Digital penetration(14)				12.0	%		16.9	%		23.0	%					20.3	%		26.4	%
High-speed Internet access
High-speed Internet customers				305,054			406,277			502,630						446,574			547,990
High-speed Internet penetration(13)				13.1	%		17.3	%		21.1	%					18.9	%		22.8	%
Telephony services
Telephony customers				—			—			2,135						—			41,840
Telephony penetration(13)				—			—			0.1	%					—			1.7	%
ARPU(15)			$	40.70		$	43.68		$	46.50					$	45.50		$	49.85

11

			Year Ended December 31,						Six Months Ended June 30,
			2003			2004			2004			2005
									(unaudited)
			(dollars in thousands)
AMOUNTS UNDER U.S. GAAP
Statement of Operations Data:
Operating revenues:
	Cable television		$	558,887		$	584,131		$	287,085		$	303,739
	Internet access			183,268			224,506			106,818			130,813
	Video stores			38,450			48,058			20,460			25,800
	Other(1)			24,396			24,277			9,354			15,556
		Total operating revenues		805,001			880,972			423,717			475,908
Direct costs(1)				245,967			250,442			124,394			127,867
Operating, general and administrative expenses(1)				280,804			290,932			135,655			161,195
Depreciation and amortization(1)				133,003			142,585			69,391			68,529
Financial expenses				62,424			165,452			84,814			27,669
Dividend income from parent company				—			(111,055	)		(55,210	)		—
Other items(2)				—			—			—			(387	)
Income taxes(1)				24,079			1,821			2,263			26,193
Non-controlling interest in a subsidiary				49			100			43			35
Net income(1)			$	58,675		$	140,695		$	62,367		$	64,807
Balance Sheet Data:
Cash and cash equivalents			$	28,329		$	36,230		$	18,043		$	87,989
Total assets(1)				3,899,915			3,897,848			4,967,657			3,895,497
Long-term debt, excluding QMI subordinated loans(3)(4)				888,017			884,182			874,298			903,304
QMI subordinated loans(4)				150,000			150,000			1,250,000			150,000
Common shares(3)				173,236			173,236			173,236			173,236
Shareholder's equity(3)				2,373,352			2,252,863			2,390,633			2,297,534
Other Financial Data:
EBITDA(1)(5)			$	278,181		$	339,498		$	163,625		$	187,198
EBITDA margin(1)(5)				34.6	%		38.5	%		38.6	%		39.3	%
Cash flows from operating activities			$	193,878		$	309,096		$	98,116		$	138,462
Cash flows used in investing activities				(110,602	)		(127,288	)		(1,138,700	)		(84,412	)
Cash flows from (used in) financing activities				(72,094	)		(174,759	)		1,031,899			(12,440	)
Capital expenditures(6)				90,284			123,030			62,482			70,955

(1)

During the fourth quarter ended December 31, 2003, we revised our accounting policies in accordance with Canadian Institute of Chartered Accountants Handbook Section 1100, Generally Accepted Accounting Principles. This new accounting policy requires, among other things, that we expense, as they are incurred, the costs related to equipment subsidies granted to our customers, as well as customer reconnection costs. This change in our accounting policies has been applied retroactively, and the amounts presented for the prior periods have been restated for this change. Because this new accounting policy with respect to equipment subsidies and customer reconnection costs is consistent with the applicable existing accounting policy under U.S. GAAP, the retroactive application of this change has not affected the amounts presented for prior periods under U.S. GAAP.

(2)

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 consisting primarily of severance costs relating to this restructuring. Because the final severance costs relating to this restructuring were lower than estimated, the difference between the final severance costs and the estimated severance costs was reversed in 2003 and increased our pre-tax income in 2003 by approximately $2.5 million.

(3)

Long-term debt, excluding QMI subordinated loans, for us means long-term debt and a promissory note payable to a company under common control less the QMI subordinated loans, and it does not include the retractable preferred shares held by Quebecor Media. The retraction price of the retractable preferred shares was $332.5 million as of December 31, 2002. During the year ended December 31, 2003, $332.5 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 $301.2 million. The outstanding amount of retractable preferred shares as of December 31, 2003 was $2.0 million, and was redeemed by the Company in 2004. The excess of the consideration paid over the preferred share retractable value, in the amount of $1.7 million, has been charged to deficit. See the reconciliation of long-term debt, excluding QMI subordinated loans, to long-term debt in note 6 under "Selected Consolidated Financial and Operating Data."

(4)

The "QMI subordinated loans" refer to the following: (i) the QMI Subordinated Loan, being a $150.0 million subordinated loan due in 2015 in favour of Quebecor Media. Interest on the $150.0 million subordinated loan throughout its term is payable in cash at our option; and (ii) a $1.1 billion subordinated loan due in 2019 contracted on January 16, 2004 by Vidéotron (1998) Ltée, a subsidiary of Vidéotron

12

Ltée, in favour of Quebecor Media. The proceeds of our $1.1 billion subordinated loan had been invested in retractable preferred shares of Quebecor Media Inc. as part of a back-to-back transaction to reduce our income tax obligations. In December 2004, Vidéotron (1998) Ltée reimbursed the latter loan and Quebecor Media redeemed the preferred shares for an aggregate redemption price of $1.1 billion. The QMI subordinated loans are reflected as long-term debt on our consolidated balance sheet and, as at June 30, 2005, our total long-term debt was $1,054.8 million. See "Description of Certain Indebtedness — QMI Subordinated Loan" and "Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Purchase of Shares of Quebecor Media and Service of Subsidiary Subordinated Loan."

(5)

EBITDA for us means net income (loss) before depreciation and amortization, financial expenses, dividend income from parent company and income taxes. EBITDA as defined above is not a measure of results that is consistent with Canadian or U.S. GAAP. It is not intended to be regarded as an alternative to other financial operating performance measures or to the statement of cash flows as a measure of liquidity. It is not intended to represent funds available for debt service, dividends, reinvestment or other discretionary uses, and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with generally accepted accounting principles. EBITDA is included in this prospectus because we believe it is a meaningful measure of our performance. EBITDA is commonly used by the investment community to analyze and compare the performance of companies in the industries in which we are engaged. 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 Consolidated Financial and Operating Data."

(6)

Capital expenditures is comprised of acquisition of fixed assets.

(7)

Cash interest expense for us means financial expenses less interest income, loss on foreign denominated debt, amortization of debt premium, write-off and amortization of deferred financing costs and interest on the QMI subordinated loans plus interest capitalized to fixed assets. We use cash interest expense in this prospectus because we believe it is 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 $150.0 million QMI Subordinated Loan from this measure because cash payments of this loan will be deferred until the maturity of this loan, and we exclude interest on the $1.1 billion QMI subordinated loan from this measure because this loan is part of a back-to-back transaction to reduce our income tax obligations. See "Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Purchase of Shares of Quebecor Media and Service of Subsidiary Subordinated 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. See the reconciliation of cash interest expense to financial expenses in note 9 under "Selected Consolidated Financial and Operating Data."

(8)

The ratios of long-term debt, excluding QMI subordinated loans, to EBITDA for the six months ended June 30, 2004 and 2005 are based on annualized EBITDA for the six months ended June 30, 2004 and 2005, respectively.

(9)

The pro forma combined long-term debt, excluding QMI subordinated loans, and the pro forma combined ratio of long-term debt, excluding QMI subordinated loans, to EBITDA for the six months ended June 30, 2005 are based on our long-term debt, excluding the QMI subordinated loans and without giving effect to the offering of the old notes or to the application of the net proceeds therefrom as described under "Use of Proceeds." The annualized EBITDA for the six months ended June 30, 2005 assumes and gives effect to the merger of Videotron Telecom with us as described under "Summary — Reorganization" as if such merger had occurred on January 1, 2005.

(10)

The pro forma combined ratio of EBITDA to cash interest expense for the six months ended June 30, 2005 is based on EBITDA for the six months ended June 30, 2005 and the cash interest expense for the six months ended June 30, 2005, in each case without giving effect to the offering of the old notes or to the application of the net proceeds therefrom as described under "Use of Proceeds," but assuming and giving effect to the merger of Videotron Telecom with us as described under "Summary — Reorganization" as if such merger had occurred on January 1, 2005.

(11)

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

(12)

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

(13)

Represents customers as a percentage of total homes passed.

(14)

Represents customers as a percentage of basic customers.

(15)

Average monthly revenue per user, or ARPU, is an industry term that we use to measure our average cable, Internet and telephony revenues 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, Internet and telephony 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.

(16)

The pro forma combined statement of operations data give effect to the reorganization described under "Summary — Reorganization" as if it had occurred on January 1, 2004, and the pro forma combined balance sheet data give effect to this reorganization as if it had occurred on June 30, 2005.

13

RISK FACTORS

An investment in the notes involves risks. You should consider carefully the risks described below as well as the other information appearing elsewhere in this prospectus before you decide to tender your old notes in the exchange offer.

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 Notes, but not the old notes, under the Securities Act. We will only issue 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, and 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 who may not resell the Notes acquired in the exchange offer without delivering a prospectus and this prospectus is not appropriate or available for such resales, holders who do not tender their old notes 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 related interest payment requirements could adversely affect our financial condition and prevent us from fulfilling our obligations under the Notes.

        As of June 30, 2005, after giving effect to (i) the redemption of the CF Cable notes for an aggregate amount of $99.6 million, the payment of a dividend of $100.0 million to Quebecor Media and the drawdown of $106.0 million on our credit facilities (all of which occurred in July 2005), and (ii) the completion of the offering of the old notes and the application of the proceeds therefrom as described under "Use of Proceeds" (all based on the noon buying rate on June 30, 2005), but excluding the QMI Subordinated Loan, we would have had

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$1,024.6 million of long-term debt, none of which would have been secured. Our substantial indebtedness could have significant consequences, including the following:

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making it more difficult for us to satisfy our obligations with respect to the Notes;



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increasing our vulnerability to general adverse economic and industry conditions;



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requiring us to dedicate a substantial portion of our cash flow from operations to make required interest and principal payments on our indebtedness, reducing the availability of our cash flow to fund capital expenditures, working capital and other general corporate purposes;



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



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



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limiting 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 our 6⁷/8% Senior Notes due January 15, 2014 and the indenture governing the old notes and 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 old notes and 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, our 6⁷/8% Senior Notes due January 15, 2014, the old notes or the Notes, or obtain additional financing on commercially reasonable terms, if at all.

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

        The terms of our credit facilities, the indenture governing our 6⁷/8% Senior Notes due January 15, 2014 and the indenture governing the old notes and the Notes contain a number of operating and financial covenants restricting our ability to, among other things:

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incur additional debt, including guarantees by our restricted subsidiaries;



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pay dividends and make restricted payments;



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create liens;



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use the proceeds from sales of assets and subsidiary stock;



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



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enter into transactions with affiliates;



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enter into sale and leaseback transactions; and



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

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        In addition, our ability to comply with such covenants and those contained in 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. This 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, the indenture governing our 6⁷/8% Senior Notes due January 15, 2014 or any of our other debt could prevent us from making interest and principal payments on the old notes and 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 the Notes are referred to as "senior notes," they are effectively subordinated to our and the guarantors' secured indebtedness.

        The old notes and the Notes, and each guarantee thereof, are unsecured and therefore are effectively subordinated to any secured indebtedness that 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 that 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 old notes or the Notes. As of June 30, 2005, after giving effect to (i) the redemption of the CF Cable notes for an aggregate amount of $99.6 million, the payment of a dividend of $100.0 million to Quebecor Media and the drawdown of $106.0 million on our credit facilities (all of which occurred in July 2005), and (ii) the completion of the offering of the old notes and the application of the proceeds therefrom as described under "Use of Proceeds" (all based on the noon buying rate on June 30, 2005), but excluding the QMI Subordinated Loan, we would have had $1,024.6 million of long-term debt, none of which would have been secured. The old notes and the Notes are effectively subordinated to any borrowings under our credit facilities. See "Description of Certain Indebtedness."

Not all of our subsidiaries 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 may not in the future, include all of our subsidiaries. No payments are required to be made from assets of subsidiaries that do not guarantee the Notes, unless those assets are transferred by dividend or otherwise to us or a guarantor. 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 to us. As a result, the Notes, like the old notes, are effectively subordinated to all debt and other liabilities of the subsidiaries that do not guarantee the Notes.

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

        The terms of our credit facilities, the indenture governing our 6⁷/8% Senior Notes due January 15, 2014 and the indenture governing the old notes and the Notes do not fully prohibit us or our subsidiaries from incurring additional debt. As of June 30, 2005, assuming the redemption of the CF Cable notes for an aggregate amount of $99.6 million, the payment of a dividend of $100.0 million to Quebecor Media and the drawdown of $106.0 million on our credit facilities (all of which occurred in July 2005), and after giving effect to the completion of the offering of the old notes and the application of the proceeds therefrom as described under "Use of Proceeds," we would have had $450.0 million available for additional borrowings under our secured 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 our indebtedness, including the Notes.

        For the six months ended June 30, 2005, our subsidiaries generated approximately 23.6% of our revenues (before inter-company eliminations) and held approximately 25.8% 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. 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 old notes and 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 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 defined under the indenture governing the old notes and the Notes), we would be required to make an offer to purchase all of our 6⁷/8% Senior Notes due January 15, 2014, and the old notes and 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 outstanding old notes or 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 the indenture governing the 6⁷/8% Senior Notes due January 15, 2014 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 old notes or 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 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.

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An active trading market for the Notes may not develop or be maintained.

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

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

Non-U.S. holders of the Notes are subject to restrictions on the resale of 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 Notes under the Securities Act, we did not, and we do not intend to, qualify the Notes by prospectus in Canada, and, accordingly, the 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."

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 old notes or 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:

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



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



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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 old notes or 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 old notes or the Notes. We cannot assure you that a guarantor's remaining assets would be sufficient to satisfy the claims of the holders of old notes or 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 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.

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

        We are governed by the laws of the Province of Québec. Moreover, substantially all of our directors, controlling persons and officers 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 old notes or 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, there is doubt as to the enforceability in Canada of liabilities predicated solely upon U.S. federal or state securities law against us and our directors, controlling persons and officers who are not residents of the United States, in original actions or in actions for enforcement 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 providers, or DBS (which is also called DTH in Canada, for "Direct-to-home" satellite), multi-channel multipoint distribution systems, or MDS, satellite master antenna television systems and over-air television broadcasters. In addition, we compete against incumbent local exchange carriers, or ILECs, which have secured licenses to launch video distribution services using video digital subscriber line, or VDSL, technology. The Canadian Radio-television and Telecommunications Commission, or the CRTC, has approved a regional license for the main ILEC to carry on terrestrial broadcasting distribution undertakings serving Montréal and several other communities in Quebec and it has recently acquired a cable network in our main service area which currently serves approximately 15,000 subscribers. We also face competition from illegal providers of cable television services and illegal access to foreign DBS and 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, or ISPs, offering residential and commercial Internet access services. Recent decisions of the CRTC also require us to offer access to our high speed Internet system to competitive Internet service providers. Several third party ISPs have requested access to our network. Competitors in the video rental industry include other video stores, video-on-demand services, television and other alternative entertainment media. Our telephony service has numerous competitors, including ILECs, competitive local exchange carriers, or CLECs, wireless telephone service operators and other providers of Voice over IP telephony services, and competitors that are not facilities-based and therefore have a much lower infrastructure cost. 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, Internet access and telephony services industries are experiencing rapid and significant technological changes, which may result in alternative means of transmission and which could have a material

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adverse effect on our business, financial condition or results of operations. Further, industry regulators have authorized DTH, microwave services and video digital subscriber line (VDSL) 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, such as IPTV, 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 maintenance, modernization, upgrade and expansion of our network and the launch and deployment of new or additional services. Because of increasing demand for capacity, for example, as a result of greater demand for high-speed Internet access, high definition television, or HDTV, and for our new telephony services, we will need to make 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 boxes, modems, servers and routers, fiber-optic cable, telephone circuits, inter-city links, support structures, software, the "backbone" telecommunications network for our Internet access service and construction services for expansion and upgrades of our network. These services and items are available from a limited number of suppliers. If no supplier can provide us with equipment 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 products and services may be delayed, and our business, financial condition and results of operations could be materially adversely affected.

We are highly dependent upon our information technology systems and those of certain third parties and the inability to enhance our systems or a security breach or disaster could have an adverse impact on our financial results and operations.

        The day-to-day operation of our business is highly dependent on our information technology systems as well as those of certain third parties, including our suppliers. An inability to enhance our information technology systems to accommodate additional customer growth, to support new products and services and to maintain and improve customer satisfaction could have an adverse impact on our ability to acquire new subscribers, manage subscriber churn, produce accurate and timely subscriber bills, generate revenue growth and manage operating

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expenses, all of which could adversely impact our financial results and position. In addition, we use industry standard network and information technology security, survivability and disaster recovery practices.

Malicious and abusive Internet practices could impair our high-speed data services.

        Our high-speed data customers utilize our network to access the Internet and, as a consequence, we or they may become victim to common malicious and abusive Internet activities, such as unsolicited mass advertising (or spam) and dissemination of viruses, worms and other destructive or disruptive software. These activities could have adverse consequences on our network and our customers, including degradation of service, excessive call volume to call centers and damage to our or our customers' equipment and data. Significant incidents could lead to customer dissatisfaction and, ultimately, loss of customers or revenue, in addition to increased costs to us to service our customers and protect our network. Any significant loss of high-speed data customers or revenue or significant increase in costs of serving those customers could adversely affect our growth, financial condition and results of operations.

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. See "Business — Regulation — Ownership and Control of Canadian Broadcast Undertakings."

        Our broadcasting distribution and telecommunications (including 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 example, the Supreme Court of Canada decided in April 2002 that the Radiocommunication Act (Canada) covers and prohibits both the "black market" reception of satellite television signals (i.e., the unauthorized decoding of Canadian and foreign encrypted satellite signals) and the "grey market" reception of satellite television signals (i.e., the reception of foreign signals through subscriptions in Canada paid to foreign satellite television providers), but expressly did not rule on the question of the constitutionality of the legislative prohibition against grey market reception. On October 28, 2004, a Quebec court of first instance held that the provisions of the Radiocommunication Act (Canada), which prohibited grey market reception of satellite signals, violated the principle of freedom of expression guaranteed by the Canadian Charter of Rights and Freedoms and were therefore invalid. The Quebec court suspended its declaration of invalidity for a one-year period starting on the date of the judgment. The Government of Canada filed an appeal of the decision in order to attempt to render the prohibition of grey market reception valid under the Canadian Charter of Rights and Freedoms. On March 31, 2005, the Quebec Superior Court overturned the earlier ruling of unconstitutionality on the basis that the first instance judge erred in ruling on the constitutionality of the prohibition against grey market reception in that case as it involved black market reception. The Quebec Court of Appeal has recently granted leave to appeal on the constitutional issue.

        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 to seven years.

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        On May 12, 2005, the CRTC established a framework for regulating voice communications services using Internet Protocol. The CRTC has decided that it will regulate only local Voice over Internet Protocol, or VoIP, services (meaning VoIP services providing subscribers with access to and/or from the Public Switched Telephone Network along with the ability to make and/or receive calls that originate and terminate within an exchange or local calling area as defined in the ILECs' tariffs) and that the regulatory framework governing competition for local exchanges services should apply to local VoIP services. As a result, local VoIP services provided in-territory by ILECs are subject to economic regulation and prior tariff approval, as well as other provisions restricting bundling, contacts with former customers (winback rules) and promotions, whereas local VoIP services provided by competitors of the ILECs (such as us) are not. The CRTC also ruled that cable operators, such as us, are required to fulfill obligations imposed on CLECs when providing local VoIP services, and must also remove any restrictions that would prevent third-party Internet service providers from offering VoIP services over Internet access facilities leased from the cable operators on a wholesale basis. We believe that our local telephony service plans will not be materially altered by the CRTC's decision. However, on July 28, 2005, Bell Canada and other ILECs filed a petition with the Federal Cabinet requesting that it overturn that part of the CRTC's decision that applies economic regulation and prior tariff approval to the ILECs' VoIP offerings. Within one year of the CRTC's decision, Cabinet has the authority, if the petition is successful, to vary or rescind the decision or refer it back to the CRTC for reconsideration. A successful petition could have a material impact on our business ability to compete with the ILECs in the local telephony market. Several ILECs have also filed an appeal with the Federal Court of Appeal challenging the constitutionality of the winback restrictions imposed on ILECs.

        For a more complete description of the regulatory environment affecting our business, see "Business — Regulation."

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.

        The four largest cable operators in Canada, which include us, have been required by the CRTC to provide third-party Internet service providers with access to their cable systems at mandated wholesale rates. The CRTC has approved cost-based rates for our third-party Internet access service and has resolved most, if not all, of the technical issues that had been delaying third party interconnection. The CRTC has also required us to file a new costs study in order to review the rates that will be charged to third-party Internet service providers and to establish the level of mark-up on costs that is appropriate for third party access services and facilities provided by us. As a result, we expect that interconnection by third party Internet service providers to our cable network and operations of such service will commence in 2005.

        Until access through interconnection is provided to third-party Internet service providers to the underlying telecommunications facilities used to provide Internet service, the CRTC requires us and other incumbent cable carriers to allow third-party retail Internet service providers to purchase for the purpose of resale our 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.

        The CRTC has also recently directed that large cable carriers, such as us, remove restrictions in their third-party Internet access tariffs in order to allow third-party Internet service providers to provide Voice-over IP telephony services in addition to retail Internet services.

        As a result of these requirements, we may experience increased competition for retail high-speed Internet customers and Voice over IP telephony 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.

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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. Although we are a party to an agreement for access to the support structures of hydro-electricity utilities in Quebec, this agreement expires in December 2005.

        Negotiations with the hydro-electricity utility in our service areas have begun. However, if the parties are unable to come to an agreement, we may elect to file an application with the "Commission municipale du Québec," a provincial administrative tribunal, requesting that it exercise its legislated power to order the sharing of the utilization of a public utility installation on such conditions as it may determine.

We provide our digital television and Internet access services through a single clustered network, which may be more vulnerable to widespread disruption.

        We provide our digital television and Internet access services through a primary headend and our analog television services through eight additional 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 completed the construction of a back-up primary headend in July 2005, which we plan to make fully operational by the end of 2005.

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 generated by its subsidiaries 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.

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.

        As of June 30, 2005, approximately 75% of our employees were unionized. We are currently a party to four collective bargaining agreements. In June 2005, our four collective bargaining agreements were extended (representing approximately 2,250 employees), and they will expire between December 31, 2009 and August 31, 2011.

        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 1,700 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

23

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.

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 and purchases of certain equipment and fixed assets (primarily set-top converter boxes and cable modems), are received or denominated in Canadian dollars. Our 6⁷/8% Senior Notes due January 15, 2014 issued in a first tranche of US$335,000,000 in aggregate principal amount on October 8, 2003 and a second tranche of US$315,000,000 in aggregate principal amount on November 19, 2004, the old notes and the Notes, and interest, principal and premium, if any, thereon, are denominated in U.S. dollars. As a result, we are exposed to foreign currency exchange risk. We have entered into transactions to hedge the exchange rate risk with respect to 100% of the principal amount of the 6⁷/8% Senior Notes due January 15, 2014, the old notes and the Notes. However, such hedging transactions may not be successful, such that exchange rate fluctuations may impair our ability to make payments in respect of such notes. In addition, we have entered into certain cross-currency interest rate swaps that include an option that allows both us and our counterparties to unwind the transaction on a specific date or at any time, from an anniversary date of the transaction to maturity, at the fair value thereof at such time. See "Management's Discussion and Analysis of Financial Condition and Results of Operations — Quantitative and Qualitative Disclosure About Market Risk."

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."

24

USE OF PROCEEDS

        We will not receive any cash proceeds from the exchange offer. Because we are exchanging the Notes for the old notes, which have substantially identical terms, the issuance of the 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 old notes were issued on September 16, 2005 at 99.5% of their principal amount, and the gross proceeds from the offering of the old notes were US$174.1 million. The proceeds from the offering of the old notes, net of commissions and expenses, were US$171.7 million, or Cdn$203.1 million based on the noon buying rate on September 16, 2005, the date on which the old notes were issued. We applied the net proceeds from the offering of the old notes to repay our drawings under our revolving credit facility then outstanding ($78.0 million) and to pay a $100.0 million dividend to Quebecor Media. The remainder of these net proceeds were applied to general corporate purposes.

        Borrowings under our credit facilities 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 that is tied to financial ratios. Without giving effect to each interest rate swap agreement to which we are a party, the weighted average interest rate of our revolving credit facility at September 15, 2005 was 4.99%. See "Management's Discussion and Analysis of Financial Condition and Results of Operations — Quantitative and Qualitative Disclosure About Market Risk."

25

CAPITALIZATION

        The following table presents our capitalization as of June 30, 2005 (i) on an actual basis, and (ii) as adjusted for and after giving effect to (a) the redemption of the CF Cable notes for an aggregate amount of $99.6 million, the payment of a dividend of $100.0 million to Quebecor Media and the drawdown of $106.0 million on our credit facilities (all of which occurred in July 2005), and (b) the completion of the offering of the old notes and the application of the proceeds therefrom as described under "Use of Proceeds." This table is presented and should be read with our consolidated financial statements and the related notes included in this prospectus. See "Summary — Summary Consolidated Financial and Operating Data and Pro Forma Combined Financial Information," "Selected Consolidated Financial and Operating Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Description of Certain Indebtedness."

		As at June 30, 2005
		Actual		As Adjusted(1)
		(dollars in millions, unaudited)
Long-term debt, including current portion:
	Revolving credit facility	$	—	$	—
	63/8% Senior Notes due December 15, 2015(2)		—		213.4
	67/8% Senior Notes due January 15, 2014(2)		811.2		811.2
	9.125% CF Cable notes due 2007(3)		93.6		—
	QMI Subordinated Loan(4)		150.0		150.0
Total long term-debt, including current portion			1,054.8		1,174.6
Total shareholder's equity			91.8		(108.2)	(5)
	Total capitalization	$	1,146.6	$	1,066.4

(1)

As adjusted for and after giving effect to (i) the redemption of the CF Cable notes for an aggregate amount of $99.6 million, the payment of a dividend of $100.0 million to Quebecor Media and the drawdown of $106.0 million on our credit facilities (all of which occurred in July 2005), and (ii) the completion of the offering of the old notes and the application of the proceeds therefrom as described under "Use of Proceeds."

(2)

Converted from U.S. dollars to Canadian dollars based on the noon-buying rate on June 30, 2005 of $1.2256 to US$1.00, or $1.00 to US$0.8159.

(3)

On July 15, 2005, all of the 9.125% CF Cable Notes outstanding were redeemed. Following such redemption, CF Cable and its subsidiary, Videotron (Regional) Ltd., became guarantors under the indenture governing our 6⁷/8% Senior Notes due January 15, 2014 and they are guarantors of the old notes and the Notes.

(4)

Subordinated loan due 2015 from Quebecor Media. Interest throughout the term of this subordinated loan is payable in cash at our option. Under the terms of the indenture governing the Notes, all payments on this subordinated loan are restricted payments treated in the same manner as dividends on our common shares. See "Description of Certain Indebtedness — QMI Subordinated Loan."

(5)

Reflects a $100.0 million dividend paid to Quebecor Media in July 2005 and a $100.0 million dividend paid to Quebecor Media with the proceeds of the offering of the old notes, but does not reflect the write-off of dererred financing costs incurred in connection with the redemption of the CF Cable notes.

26

SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

        The following tables present financial information derived from our consolidated financial statements. Our audited consolidated financial statements included in this prospectus are comprised of balance sheets as at December 31, 2003 and 2004 and the statements of operations, shareholder's equity and cash flows for each of the years in the three-year period ended December 31, 2004 and have been audited by KPMG LLP, independent chartered accountants. KPMG LLP's report on these audited consolidated financial statements is included in this prospectus.

        The consolidated balance sheet data as at December 31, 2002 and 2001 and the consolidated financial information for the year ended December 31, 2001 have been derived from our audited consolidated financial statements not included in this prospectus, and the consolidated financial data as at and for the year ended December 31, 2000 have been derived from our unaudited consolidated financial statements not included in this prospectus.

        The financial data for the six months ended June 30, 2004 and 2005 are derived from our unaudited interim consolidated financial statements for such periods included in this prospectus. In the opinion of management, our unaudited interim consolidated financial statements for the six months ended June 30, 2004 and 2005 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 consolidated financial statements. The information presented below the caption "Other Financial Data and Ratio" is unaudited except for cash flows and capital expenditures for the years ended December 31, 2001, 2002, 2003 and 2004. All information contained in the following tables should be read in conjunction with, and is qualified in its entirety by reference to, all our consolidated financial statements and the related notes included in this prospectus and the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations."

        Our 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 22 to our audited consolidated financial statements for the years ended December 31, 2002, 2003 and 2004 and note 7 to our unaudited consolidated financial statements for the six months ended June 30, 2004 and 2005 included in this prospectus.

			Year Ended December 31,														Six Months Ended June 30,
			2000			2001			2002		2003			2004			2004			2005
			(restated) (1) (unaudited)			(restated) (1)			(restated) (1)								(unaudited)
			(dollars in thousands)
Statement of Operations Data:
Operating revenues:
	Cable television		$	596,223		$	607,942		$	579,200	$	558,887		$	576,825		$	283,312		$	302,502
	Internet access			60,112			99,629			135,514		183,268			222,458			105,991			129,311
	Video stores			32,053			35,155			35,344		38,450			48,058			20,460			25,800
	Other(1)			10,118			22,728			30,982		24,396			24,277			9,354			15,556
		Total operating revenues		698,506			765,454			781,040		805,001			871,618			419,117			473,169
Direct costs(1)				201,938			227,322			259,686		245,967			250,442			124,394			127,867
Operating, general and administrative expenses(1)				271,504			274,202			285,816		283,784			279,999			130,937			158,189
Depreciation and amortization(1)				122,187			116,692			120,016		122,958			130,215			63,315			62,484
Financial expenses				54,842			101,307			76,188		64,602			177,985			91,461			33,081
Dividend income from parent company				—			—			—		—			(111,055	)		(55,210	)		—
Other items(2)				99,205			95,570			25,000		(2,500	)		—			—			(387	)
Income taxes(1)				(27,407	)		(10,076	)		2,663		26,830			(3,440	)		4,576			28,151
Non-controlling interest in a subsidiary				253			145			188		49			100			43			35
Amortization of goodwill(3)				13,397			13,331			—		—			—			—			—
Net income (loss)(1)(3)			$	(37,413	)	$	(53,039	)	$	11,483	$	63,311		$	147,372		$	59,601		$	63,749

27

	Year Ended December 31,															Six Months Ended June 30,
	2000			2001			2002			2003			2004			2004			2005
	(restated) (1) (unaudited)			(restated) (1)			(restated) (1)									(unaudited)
	(dollars in thousands, except for ARPU)
Balance Sheet Data (at period end):
Cash and cash equivalents	$	195		$	80,935		$	16,041		$	28,329		$	36,230		$	18,043		$	87,989
Total assets(1)		1,690,234			1,728,715			1,570,463			1,525,605			1,630,861			2,604,008			1,637,428
Long-term debt, excluding QMI subordinated loans(4)(5)(6)		950,843			1,310,179			1,119,625			886,677			888,908			876,592			904,837
QMI subordinated loans(5)		—			—			—			150,000			150,000			1,250,000			150,000
Common shares(4)		1			1			1			173,236			173,236			173,236			173,236
Shareholder's equity(4)		297,537			(328,673	)		(345,189	)		70,817			38,030			90,512			91,795
Other Financial Data and Ratio:
EBITDA(1)(7)	$	125,606		$	168,215		$	210,350		$	277,701		$	341,077		$	163,743		$	187,465
EBITDA margin(1)(7)		18.0	%		22.0	%		26.9	%		34.5	%		39.1	%		39.1	%		39.6	%
Cash flows from operating activities	$	89,272		$	208,005		$	195,934		$	194,078		$	310,675		$	96,268		$	138,729
Cash flows used in investing activities		(103,137	)		(135,305	)		(91,878	)		(110,802	)		(128,867	)		(1,136,852	)		(84,679	)
Cash flows from (used in) financing activities		9,800			5,327			(159,372	)		(72,094	)		(174,759	)		1,031,899			(12,440	)
Capital expenditures(8)		304,527			133,319			93,041			90,284			123,030			60,516			70,955
Cash interest expense(9)		66,906			85,529			76,416			65,098			59,358			30,209			30,105
Ratio of earnings to fixed charges(10)		0.1	x		0.3	x		1.2	x		2.0	x		3.2	x		3.1	x		3.9	x
Operating Data (unaudited):
Basic analog cable
Homes passed(11)		2,324,940			2,330,648			2,329,023			2,351,344			2,383,443			2,365,817			2,401,620
Basic customers(12)		1,552,131			1,510,408			1,431,060			1,424,144			1,452,554			1,419,405			1,443,126
Basic penetration(13)		66.8	%		64.8	%		61.4	%		60.6	%		60.9	%		60.0	%		60.1	%
Digital cable
Digital customers		80,898			114,634			171,625			240,863			333,664			288,606			381,049
Digital penetration(14)		5.2	%		7.6	%		12.0	%		16.9	%		23.0	%		20.3	%		26.4	%
High-speed Internet access
High-speed Internet customers		140,302			228,759			305,054			406,277			502,630			446,574			547,990
High-speed Internet penetration(13)		6.0	%		9.8	%		13.1	%		17.3	%		21.1	%		18.9	%		22.8	%
Telephony services
Telephony customers		—			—			—			—			2,135			—			41,840
Telephony penetration(14)		—			—			—			—			0.1	%		—			1.7	%
ARPU(15)	$	35.29		$	38.53		$	40.70		$	43.68		$	46.50		$	45.50		$	49.85

28

			Year Ended December 31,									Six Months Ended June 30,
			2002			2003			2004			2004			2005
			(restated) (1)									(unaudited)
			(dollars in thousands)
AMOUNTS UNDER U.S. GAAP
Statement of Operations Data:
Operating revenues:
	Cable television		$	579,200		$	558,887		$	584,131		$	287,085		$	303,739
	Internet access			135,514			183,268			224,506			106,818			130,813
	Video stores			35,344			38,450			48,058			20,460			25,800
	Other(1)			30,982			24,396			24,277			9,354			15,556
		Total operating revenues		781,040			805,001			880,972			423,717			475,908
Direct costs(1)				259,044			245,967			250,442			124,394			127,867
Operating, general and administrative expenses(1)				285,952			280,804			290,932			135,655			161,195
Depreciation and amortization(1)				137,687			133,003			142,585			69,391			68,529
Financial expenses				72,850			62,424			165,452			84,814			27,669
Dividend income from parent company				—			—			(111,055	)		(55,210	)		—
Other items(2)				606			—			—			—			(387	)
Income taxes(1)				5,166			24,079			1,821			2,263			26,193
Non-controlling interest in a subsidiary				188			49			100			43			35
Impairment of goodwill(3)				2,004,000			—			—			—			—
Net income(loss)(1)(3)			$	(1,984,453	)	$	58,675		$	140,695		$	62,367		$	64,807
Balance Sheet Data (at period end):
Cash and cash equivalents			$	16,041		$	28,329		$	36,230		$	18,043		$	87,989
Total assets (1)				3,956,549			3,899,915			3,897,848			4,967,657			3,895,497
Long-term debt, excluding QMI subordinated loans(4)(5)(6)				1,119,625			888,017			884,182			874,298			903,304
QMI subordinated loans(5)				—			150,000			150,000			1,250,000			150,000
Common shares(4)				1			173,236			173,236			173,236			173,236
Shareholder's equity(4)				1,963,438			2,373,352			2,252,863			2,390,633			2,297,534
Other Financial Data and Ratio:
EBITDA(1)(7)			$	235,250		$	278,181		$	339,498		$	163,625		$	187,198
EBITDA margin(1)(7)				30.1	%		34.6	%		38.5	%		38.6	%		39.3	%
Cash flows from operating activities			$	189,617		$	193,878		$	309,096		$	98,116		$	138,462
Cash flows used in investing activities				(85,561	)		(110,602	)		(127,288	)		(1,138,700	)		(84,412	)
Cash flows from (used in) financing activities				(159,372	)		(72,094	)		(174,759	)		1,031,899			(12,440	)
Capital expenditures(8)				92,414			90,284			123,030			62,482			70,955
Ratio of earnings to fixed charges(10)				—			1.9	x		3.7	x		3.7	x		4.5	x

(1)

During the fourth quarter ended December 31, 2003, we revised our accounting policies in accordance with Canadian Institute of Chartered Accountants Handbook Section 1100, Generally Accepted Accounting Principles. This new accounting policy requires, among other things, that we expense, as they are incurred, the costs related to equipment subsidies granted to our customers, as well as customer reconnection costs. This change in our accounting policies has been applied retroactively, and the amounts presented for the prior periods have been restated for this change. Because this new accounting policy with respect to equipment subsidies and customer reconnection costs is consistent with the applicable existing accounting policy under U.S. GAAP, the retroactive application of this change has not affected the amounts presented for prior periods under U.S. GAAP.

(2)

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. Because the final severance costs relating to this restructuring were lower than estimated, the difference between the final severance costs and the estimated severance costs was reversed in 2003 and increased our pre-tax income in 2003 by approximately $2.5 million.

(3)

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

29

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
	(restated) (unaudited)			(restated)
	(dollars in thousands)
Net loss	$	(37,413	)	$	(53,039	)
Goodwill amortization		13,397			13,331
Net loss before goodwill amortization	$	(24,016	)	$	(39,708	)

(4)

Long-term debt, excluding QMI subordinated loans, means long-term debt and a promissory note payable to a company under common control less the QMI subordinated loans, and it does not include the retractable preferred shares held by Quebecor Media. The retraction price of the retractable preferred shares was $300.0 million as of December 31, 2001 and $332.5 million as of December 31, 2002. During the year ended December 31, 2003, $332.5 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 $301.2 million. The outstanding amount of retractable preferred shares as of December 31, 2003 was $2.0 million, and was redeemed by the Company in 2004. The excess of the consideration paid over the preferred share retractable value, in the amount of $1.7 million, has been charged to deficit.

(5)

The "QMI subordinated loans" refer to the following: (i) the QMI Subordinated Loan, being a $150.0 million subordinated loan due in 2015 in favour of Quebecor Media. Interest on the $150.0 million subordinated loan throughout its term is payable in cash at our option; and (ii) a $1.1 billion subordinated loan due in 2019 contracted on January 16, 2004 by Vidéotron (1998) Ltée, a subsidiary of Vidéotron Ltée, in favour of Quebecor Media. The proceeds of our $1.1 billion subordinated loan had been invested in retractable preferred shares of Quebecor Media Inc. as part of a back-to-back transaction to reduce our income tax obligations. In December 2004, Vidéotron (1998) Ltée reimbursed the latter loan and Quebecor Media redeemed the preferred shares for an aggregate redemption price of $1.1 billion. The QMI subordinated loans are reflected as long-term debt on our consolidated balance sheet and, as at June 30, 2005, our total long-term debt was $1,054.8 million. See "Description of Certain Indebtedness — QMI Subordinated Loan" and "Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Purchase of Shares of Quebecor Media and Service of Subsidiary Subordinated Loan."

(6)

We believe that long-term debt, excluding QMI subordinated loans, is a meaningful measure of the amount of our indebtedness we have from the perspective of a holder of the Notes because the QMI subordinated loans are subordinated in right of payment to the prior payment in full of senior indebtedness, including the Notes; all payments on the $150.0 million QMI Subordinated Loan are restricted payments, under the terms of the Notes, treated in the same manner as dividends on our common shares; and the proceeds of our $1.1 billion subordinated loan had been invested in retractable preferred shares of Quebecor Media as part of a back-to-back transaction to reduce our income tax obligations. Consequently, we use long-term debt, excluding QMI subordinated loans, in this prospectus. Long-term debt, excluding QMI subordinated loans, 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.

Long-term

debt, excluding QMI subordinated loans, is calculated from and reconciled to long-term debt as follows:

	December 31,												June 30,
	2000		2001		2002		2003			2004			2004			2005
	(restated) (unaudited)		(restated)		(restated)								(unaudited)			(entered between 2004 and 2005)
	(dollars in millions)
Long-term debt	$	950.8	$	1,287.7	$	1,119.6	$	1,036.7		$	1,038.9		$	2,126.6		$	1,054.8
Promissory note to a company under common control		—		22.5		—		—			—			—			—
QMI subordinated loans		—		—		—		(150.0	)		(150.0	)		(1,250.0	)		(150.0	)
Long-term debt, excluding QMI subordinated loans, as defined	$	950.8	$	1,310.2	$	1,119.6	$	886.7		$	888.9		$	876.6		$	904.8
AMOUNTS UNDER U.S. GAAP
Long-term debt					$	1,119.6	$	1,038.0		$	1,034.2		$	2,124.3		$	1,053.3
QMI subordinated loans						—		(150.0	)		(150.0	)		(1,250.0	)		(150.0	)
Long-term debt, excluding QMI subordinated loans, as defined					$	1,119.6	$	888.0		$	884.2		$	874.3		$	903.3

(7)

EBITDA for us means net income (loss) before depreciation and amortization, financial expenses, dividend income from parent company, income taxes and goodwill amortization. EBITDA for Videotron Telecom means net loss before depreciation and amortization, financial

30

expenses and income taxes. EBITDA, in each case as defined above, is not a measure of results that is consistent with Canadian or U.S. GAAP. They are not intended to be regarded as alternatives to other financial operating performance measures or to the statement of cash flows as a measure of liquidity. They are not intended to represent funds available for debt service, dividends, reinvestment or other discretionary uses, and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with generally accepted accounting principles. EBITDA is included in this prospectus because we believe it is a meaningful measure of our performance and Videotron Telecom's management believes it is a meaningful measure of its performance. EBITDA is commonly used by the investment community to analyze and compare the performance of companies in the industries in which we and Videotron Telecom are engaged. Our definition of EBITDA is not identical to the definition of EBITDA used by Videotron Telecom, and the definitions of EBITDA used by us and Videotron Telecom may not be identical to similarly titled measures reported by other companies. EBITDA margin is EBITDA as a percentage of operating revenues. Our EBITDA is calculated from and reconciled to our net income (loss) as follows:

	Year Ended December 31,													Pro Forma Combined			Six Months Ended June 30,					Pro Forma Combined
	2000			2001			2002		2003		2004			Year Ended December 31, 2004			2004			2005		Six Months Ended June 30, 2005
	(restated) (unaudited)			(restated)			(restated)										(unaudited)					(unaudited)
	(dollars in millions)
Net income (loss)(1)(3)	$	(37.4	)	$	(53.0	)	$	11.5	$	63.3	$	147.4		$	137.8		$	59.6		$	63.7	$	60.8
Depreciation and amortization(1)		122.2			116.7			120.0		123.0		130.2			163.9			63.3			62.5		79.9
Financial expenses		54.8			101.3			76.2		64.6		178.0			178.1			91.4			33.1		33.1
Dividend income from parent company		—			—			—		—		(111.1	)		(111.1	)		(55.2	)		—		—
Income taxes(1)		(27.4	)		(10.1	)		2.6		26.8		(3.4	)		(6.9	)		4.6			28.2		27.5
Goodwill amortization(3)		13.4			13.3			—		—		—			—			—			—		—
EBITDA as defined	$	125.6		$	168.2		$	210.3	$	277.7	$	341.1		$	361.8		$	163.7		$	187.5	$	201.3

	Year Ended December 31,								Six Months Ended June 30,
	2002			2003		2004			2004			2005
	(restated)								(unaudited)
	(dollars in millions)
AMOUNTS UNDER U.S. GAAP
Net income (loss)(1)(3)	$	(1,984.5	)	$	58.7	$	140.7		$	62.4		$	64.8
Depreciation and amortization(1)		137.7			133.0		142.6			69.4			68.5
Financial expenses		72.9			62.4		165.5			84.8			27.7
Dividend income from parent company		—			—		(111.1	)		(55.2	)		—
Income taxes(1)		5.2			24.1		1.8			2.2			26.2
Goodwill amortization(3)		2,004.0			—		—			—			—
EBITDA as defined	$	235.3		$	278.2	$	339.5		$	163.6		$	187.2

Videotron

Telecom's EBITDA is calculated from and reconciled to its net income (loss) as follows:

	Year Ended December 31, 2004			Six Months Ended June 30, 2005
				(unaudited)
	(dollars in millions)
Net loss	$	(9.5	)	$	(3.0	)
Depreciation and amortization		33.7			17.4
Financial expenses		0.1			0.1
Income taxes		(3.5	)		(0.7	)
EBITDA as defined	$	20.8		$	13.8

(8)

Capital expenditures is comprised of acquisition of fixed assets.

(9)

Cash interest expense for us means financial expenses less interest income, loss on foreign denominated debt, amortization of debt premium, write-off and amortization of deferred financing costs and interest on the QMI subordinated loans plus interest capitalized to fixed assets. We use cash interest expense in this prospectus because we believe it is 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 $150.0 million QMI Subordinated

31

Loan from this measure because cash payments of this loan will be deferred until the maturity of this loan, and we exclude interest on the $1.1 billion QMI subordinated loan from this measure because this loan is part of a back-to-back transaction to reduce our income tax obligations. See "Description of Certain Indebtedness — QMI Subordinated Loan" and "Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Purchase of Shares of Quebecor Media and Service of Subsidiary Subordinated 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 expense as follows:

	Year Ended December 31,															Six Months Ended June 30,
	2000			2001			2002			2003			2004			2004			2005
	(restated) (unaudited)			(restated)			(restated)
																(unaudited)
	(dollars in millions)
Financial expenses	$	54.8		$	101.3		$	76.2		$	64.6		$	178.0		$	91.5		$	33.1
Interest income		0.3			1.4			2.2			0.7			1.4			0.5			0.9
Interest capitalized to fixed assets		2.9			0.7			—			—			—			—			—
Loss on foreign-denominated short-term monetary items		(0.9	)		(2.1	)		(0.3	)		1.8			0.9			(0.4	)		0.0
Gain (loss) on foreign denominated debt		(1.1	)		(12.1	)		2.2			23.6			(1.3	)		(4.5	)		(0.7	)
Amortization of debt premium		1.4			2.1			1.0			1.1			1.1			0.4			1.4
Write-off and amortization of deferred financing costs		(1.8	)		(2.5	)		(4.6	)		(4.1	)		(1.4	)		(0.7	)		(1.0	)
Net premium, write-off of financing costs and termination of swap agreement		—			(2.5	)		—			(17.1	)		(4.8	)		—			(0.3	)
Interest income (expense) and dividend income from (to) affiliated companies		11.3			(0.8	)		(0.3	)		(5.5	)		(114.5	)		(56.6	)		(3.3	)
Cash interest expense as defined	$	66.9		$	85.5		$	76.4		$	65.1		$	59.4		$	30.2		$	30.1

(10)

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 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 $66.8 million and $63.0 million, respectively. For the year ended December 31, 2002, earnings, as calculated under U.S. GAAP, were inadequate to cover our fixed charges, and the coverage deficiency was $1,978.5 million.

(11)

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

(12)

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

(13)

Represents customers as a percentage of total homes passed.

(14)

Represents customers as a percentage of basic customers.

(15)

Average monthly revenue per user, or ARPU, is an industry term that we use to measure our average cable, Internet and telephony 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, Internet-access and telephony 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.

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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 consolidated 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 consolidated financial statements have been prepared in accordance with Canadian GAAP, which differ from U.S. GAAP in certain respects. Note 22 to our audited consolidated financial statements for the years ended December 31, 2002, 2003 and 2004 and note 7 to our unaudited consolidated financial statements for the six months ended June 30, 2004 and 2005 contain discussions of the principal differences between Canadian GAAP and U.S. GAAP and the extent to which these differences affect our consolidated financial statements.

        On July 5, 2001, we acquired from our sole shareholder, Quebecor Media, its wholly owned subsidiary Vidéotron (1998) ltée in exchange for one Series E preferred share and a promissory note. On October 7, 2003, our sole shareholder, Quebecor Media, transferred its wholly owned subsidiaries SuperClub Vidéotron and Vidéotron TVN inc., or Vidéotron TVN, to us in exchange for additional shares of our capital stock. These transactions were between entities under common control and were accounted for by the continuity-of-interests method. The transfers were recorded at the carrying value of the subsidiaries' net assets at the moment of the applicable transfer, and the corresponding figures in our consolidated financial statements for periods before the transfers include those of Vidéotron (1998) ltée, SuperClub Vidéotron and Vidéotron TVN.

        Vidéotron (1998) ltée was liquidated into us on December 31, 2004 and Vidéotron TVN was liquidated into us on January 1, 2005. We currently expect that Videotron Telecom Ltd., which is a wholly owned subsidiary of Quebecor Media, will merge with us on January 1, 2006.

        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 June 30, 2005, we had 547,990 high-speed Internet access customers and 20,075 dial-up customers.

        Because our cable television, Internet access and telephony services use the same network, we have only one significant business segment. Our other revenues consist primarily of revenues from sales of equipment and 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, set-top box and modem costs and purchasing costs for video cassettes and DVDs. These costs vary with the number of customers and prices negotiated with our suppliers.

        Major components of operating expenses include salaries and benefits, subcontracting costs, advertising and regulatory contributions.

        We experienced a decline in the number of our basic cable customers in the years ended December 31, 2000, 2001 and 2002 and in the first half of 2003 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. Despite this labor conflict, we experienced growth in the numbers of our digital and high-speed Internet access customers. Since July 2003, we recorded an increase in the number of our basic cable customers. We believe that this increase is due to our effort to improve customer service, the deployment of our products in retail stores and the return of our employees after the eleven-month labor conflict. See "Business — Employees."

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        During the six months ended June 30, 2005, we recorded a seasonal net loss of 9,428 basic cable customers due to Quebec's tradition where most apartment leases end June 30. During the same period, we recorded net growth of 45,360 customers of our high-speed Internet access service and 47,385 customers of our digital television service, the latter of which includes customers who have upgraded from our analog cable service and the addition of 39,705 customers to our new telephony services.

        EBITDA for us means net income (loss) before depreciation and amortization, financial expenses, dividend income from parent company and income taxes. EBITDA is not a measure of results that is consistent with Canadian or U.S. GAAP. It is not intended to be regarded as an alternative to other financial operating performance measures or to the statement of cash flows as a measure of liquidity. It is not intended to represent funds available for debt service, dividends, reinvestment or other discretionary uses, and should not be considered in isolation as a substitute for measures of performance prepared in accordance with generally accepted accounting principles. We use EBITDA because we believe it is a meaningful measure of performance. EBITDA is commonly used in the sectors in which we are engaged and by the investment community to analyze and compare companies. It also facilitates year-over-year comparison of results, since EBITDA excludes, among other things, unusual items that are not readily comparable from year to year. 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 7 under "Selected Consolidated Financial and Operating Data."

        Average monthly revenue per user, or ARPU, is an industry term that we use to measure our average cable, Internet and telephony revenues 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 measurements reported by other companies. We calculate ARPU by dividing our combined cable television, Internet-access and telephony revenues 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.

Six Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004

Revenues

        Consolidated operating revenues for the six-month period ended June 30, 2005 were $473.2 million compared to $419.1 million in 2004, which represents an increase of $54.1 million (12.9%).

        Cable television revenues for the six-month period ended June 30, 2005 increased by $19.2 million (6.8%) as compared to 2004. This growth, partially offset by lower revenues from customer equipment rentals, was primarily due to an increase of average basic cable customers and Video-on-demand buying rates as well as to more lucrative package sales and the price increases gradually implemented at the beginning of each of March 2004 and 2005. During the six months ended June 30, 2005, we recorded a net loss of 9,428 cable television customers, bringing our basic cable customers to 1,443,126 compared to a net loss of 4,739 customers during the six months ended June 30, 2004. As of June 30, 2005, we noted an increase of 1.7% of the basic cable customers as compared to the end of June last year. We increased the number of digital customers by 47,385 (14.2%) for the six-month period ended June 30, 2005, compared to 47,713 (19.8%) in 2004. ARPU increased from $33.11 to $34.70 and reflects more lucrative packages, price increases and a migration from analog to digital.

        Internet revenues for the six-month period ended June 30, 2005 increased by $23.3 million (22.0%), mainly due to a larger number of high-speed Internet customers along with price increases gradually implemented at the beginning of March 2004 and 2005. The number of high-speed Internet customers increased by 45,360 (9.0%) for a total of 547,990 as of June 30, 2005, compared to 40,297 (9.9%) for a total of 446,574 in 2004. ARPU increased from $38.59 to $39.18 due to price increases, partially offset by a greater number of customers adhering to basic Internet services.

        Revenues from video stores for the six-month period ended June 30, 2005 increased by $5.3 million (26.1%) mainly due to the acquisition of Jumbo Entertainment Inc., a franchisor and operator of approximately 100 video and video game rental stores across Canada, which represents revenues of $4.4 million. The growth is also due to a strong performance of the video game stores, higher revenues from retail sales and the positive impact of higher royalties and annual fees.

34

        Other revenues, mainly from the sale of equipment to customers and telephony services, increased by $6.2 million for a total of $15.6 million for the six-month period ended June 30, 2005, compared to $9.4 million in 2004. This increase was due to a higher sales volume and increased sale prices of digital terminals. Also, in January 2005, we launched our new residential telephony services through the Montréal South Shore, Laval, Montréal West Island and Quebec City. As of June 30, 2005, we had 41,840 customers of our Voice over IP telephony services. ARPU from telephony services was approximately $30.00 per month during the six months ended June 30, 2005.

Direct Costs and Operating, General and Administrative Expenses

        Direct costs increased by $3.5 million (2.8%) to $127.9 million for the six-month period ended June 30, 2005 from $124.4 million for 2004. Direct costs for cable television services for 2005, which consist of programming costs, were higher than for 2004 due to a greater number of digital customers and increased penetration of our video-on-demand service. Internet access direct costs for the six-month period ended June 30, 2005 were higher than for 2004 due to a greater number of Internet access customers, which was partially offset by a reduction in bandwidth and transportation costs. Direct costs also increased due to the launch of our new telephony services. On the other hand, we reduced our direct costs due to a reduction in acquisition costs of set-top boxes and a more favorable exchange rate on the U.S. dollar, which was partially offset by a greater volume of lower costing equipment.

        Operating, general and administrative expenses increased by $27.3 million (20.8%) to reach $158.2 million for the six-month period ended June 30, 2005, compared to $130.9 million for 2004. This increase is mainly due to the launch of our new telephony service, sales and advertising expenses, network maintenance and taxes, as well as the management fees paid to our parent company. In addition, a provision of $4.7 million was reversed in June 2004, following the Supreme Court of Canada's decision stating that Internet service providers were not liable to pay royalties for copyrights.

EBITDA

        EBITDA for the six months ended June 30, 2005 was $187.5 million, compared to $163.7 million for 2004, representing an increase of $23.8 million (14.5%). EBITDA margin increased to 39.6% for the six-month period ended June 30, 2005 from 39.1% for 2004. Subsidies on equipment sold to customers amounted to $13.0 million (2.7% of sales) in the six-month period ended June 30, 2005 compared to $19.8 million (4.7% of sales) in 2004. See "— General" for the reconciliation of EBITDA to net income.

Depreciation and Amortization

        Depreciation and amortization expenses for the six-month period ended June 30, 2005 were $62.5 million compared to $63.3 million for 2004, a decrease of $0.8 million (1.3%). This decrease was attributable to lower amortized expenses of set-top boxes compared to 2004, offset by ongoing capital expenditures required to support a greater number of Internet access and telephony customers, network extensions and maintenance capital.

Financial Expenses, Dividend Income and Other Item

        Financial expenses for the six-month period ended June 30, 2005 were $33.1 million, as compared to $91.5 million for 2004, a decrease of $58.4 million. This decrease was attributable to $54.0 million of interest expenses in 2004 on the $1.1 billion subordinated loan with Quebecor Media, the parent company, which was compensated by $55.2 million of dividend income related to the $1.1 billion investment in the preferred shares of Quebecor Media. See "— Liquidity and Capital Resources — Purchase of Shares of Quebecor Media and Service of Subsidiary Subordinated Loan." The decrease is also due to a foreign exchange loss of $0.7 million on the U.S. dollar-denominated long-term debt compared to $4.5 million in 2004 and the reclassification of bank fees in the financial statements, which are now presented in operating, general and administrative expenses. The decrease was offset by an increase in interest expenses on long-term debt due to the refinancing of a part of our long-term debt in November 2004.

35

Income Taxes

        Income taxes for the six-month period ended June 30, 2005 were $28.2 million, compared to $4.6 million for 2004, representing an effective tax rate of 30.6% compared to 7.1% in 2004, an increase of 23.5% in the effective tax rate based on income before income taxes and non-controlling interest. We estimate that the effective tax rate of 30.6% for the six months ended June 30, 2005 reflects a more normalized tax rate that may be expected to apply to us in the future. This increase was mainly due to tax consolidation transactions where the dividend income received in 2004 from Quebecor Media was non-taxable. See "— Liquidity and Capital Resources — Purchase of Shares of Quebecor Media and Service of Subsidiary Subordinated Loan."

Net Income

        Our net income was $63.7 million for the six-month period ended June 30, 2005, as compared to $59.6 million for 2004, an increase of $4.1 million (7.0%). Higher operating income was offset by the increase in our effective tax rate. See "— Liquidity and Capital Resources — Purchase of Shares of Quebecor Media and Service of Subsidiary Subordinated Loan."

Year Ended December 31, 2004 Compared to Year Ended December 31, 2003

Revenues

        Consolidated operating revenues for the year ended December 31, 2004 were $871.6 million, compared to $805.0 million for 2003, an increase of $66.6 million, or 8.3%. This increase would have been $76.2 million, or 9.5%, if we exclude the impact of the change in accounting policy for the timing of revenue and expense recognition regarding connection fees. See note 1(b) to our consolidated financial statements for the years ended December 31, 2002, 2003 and 2004 and "— Recent Canadian GAAP Accounting Pronouncements."

        Cable television revenues for the year ended December 31, 2004 increased by $17.9 million, or 3.2%, as compared to 2003. The increase would have been $25.5 million or 4.6% if we exclude the impact of the change in accounting policy. This growth was primarily a result of the increase in the number of basic cable customers, the sale of more lucrative packages and the price increases we gradually implemented beginning in March 2004. In 2004, we increased the number of our basic cable customers by 28,410, or 2.0%, to 1,452,554 at December 31, 2004, which was the largest annual increase in the number of our basic cable customers since 1999. This compares to a decrease of 6,916 customers, or 0.5%, during 2003 for a total of 1,424,144 customers at December 31, 2003. We increased the number of digital customers by 92,801, or 38.5%, to 333,664 at December 31, 2004 compared to 69,238, or 40.3%, to 240,863 at December 31, 2003. ARPU increased from $32.89 to $34.00 before the change in accounting policy and reflects more lucrative packages and a migration from analog to digital.

        Internet revenues for the year ended December 31, 2004 increased by $39.2 million, or 21.4%, as compared to 2003. The increase would have been $41.2 million, or 22.5%, if we exclude the impact of the change in accounting policy. This growth was due to a higher number of high-speed Internet customers in 2004, compared to 2003, along with price increases that we gradually implemented beginning in March 2004, offset by higher discounts on services sold to new customers. We increased the number of our high-speed Internet customers by 96,353, or 23.7%, to 502,630 at December 31, 2004, compared to 101,223, or 33.2%, to 406,277 at December 31, 2003. ARPU decreased from $39.15 to $39.10 before the change in accounting policy due to the mix of packages at lower prices.

        Revenues from video stores for the year ended December 31, 2004 increased by $9.6 million, or 25.0%, as compared to 2003. This growth was due to the acquisition of all the assets of Jumbo Entertainment Inc., a franchisor and operator of approximately 100 video and video game rental stores across Canada, which represents an increase of $4.7 million of revenues. The growth is also due to strong performance of the video game stores, higher revenues from retail sales and rentals, and the positive impact of higher royalties and annual fees.

        Other revenues, which consisted mainly of the sale of equipment to customers, were $24.3 million during the year ended December 31, 2004, compared to $24.4 million in 2003, a decrease of $0.1 million. This decline was due to a reduction of the selling price of digital terminals, offset by higher volume of sales of those terminals.

36

Direct Costs and Operating, General and Administrative Expenses

        Direct costs increased by $4.5 million, or 1.8%, to $250.4 million for the year ended December 31, 2004 from $246.0 million for 2003. Direct costs for cable television services for 2004, which consist of programming costs, were higher than for 2003 due to an increase in the number of our digital customers and increased penetration of our video-on-demand service. Internet access direct costs for the year ended December 31, 2004 were lower than for 2003 due to a significant reduction in bandwidth and transportation costs, which was partially offset by the higher volume resulting from an increased number of Internet access customers. We also benefited from lower acquisition costs and a more favorable exchange rate on the U.S. dollar for the set-top boxes and cable modems sold to customers.

        Operating, general and administrative expenses decreased by $3.8 million, or 1.3%, to $280.0 million for the year ended December 31, 2004 from $283.8 million for 2003. Lower operating expenses in the year ended December 31, 2004, resulted mainly from the deferral of $9.4 million of incremental and direct costs due to the adoption of the new accounting policy described above, offset by an increase in publicity and promotion expenses, plus an increase in programming fund expenses due to higher cable television revenues. The Supreme Court of Canada ruled that Internet service providers are not liable for royalties on content exchange through the Internet. Consequently, an expense of $4.1 million, which was recorded in prior years, was reversed in 2004.

EBITDA

        EBITDA for the year ended December 31, 2004 was $341.1 million, compared to $277.7 million for 2003, representing an increase of $63.4 million, or 22.8%. EBITDA margin increased to 39.1% for the year ended December 31, 2004 from 34.5% for 2003. Subsidies on equipment sold to customers amounted to $36.7 million in the year ended December 31, 2004, or 4.2% of sales, compared to $35.6 million, or 4.4% of sales, in 2003. See the reconciliation of EBITDA to net income (loss) in note 7 under "Selected Consolidated Financial and Operating Data."

Depreciation and Amortization

        Depreciation and amortization expenses for the year ended December 31, 2004 were $130.2 million, an increase of $7.2 million, or 5.9%, from $123.0 million for 2003. This increase was attributable to ongoing capital expenditures required to support an increased number of Internet access customers, network extensions and maintenance capital. We also revised the useful life of digital set-top boxes from 10 years to 7 years and cable modems from 6 years to 5 years, which caused additional amortization expenses of $4.6 million in 2004.

Financial Expenses and Other Items

        Financial expenses for the year ended December 31, 2004 were $178.0 million, as compared to $64.6 million for 2003, an increase of $113.4 million. This increase was attributable to $108.5 million of interest expense on the $1.1 billion subordinated loan with Quebecor Media, which was compensated by $111.1 million of dividend income related to the $1.1 billion investment in the preferred shares of Quebecor Media. See "— Liquidity and Capital Resources — Purchase of Shares of Quebecor Media and Service of Subsidiary Subordinated Loan." The increase is also due to a foreign exchange loss of $1.3 million on U.S. dollar-denominated long-term debt, compared to a gain of $23.6 million in 2003, offset by a write-off of financing costs and other charges upon early redemption of long-term debt of $4.8 million, compared to $17.1 million in 2003. We also reduced our interest expenses on long-term debt due to lower interest rates in 2004.

        Other items for the year ended December 31, 2003 consisted of the reversal of $2.5 million of the revised restructuring provision that had been taken in the fourth quarter of 2002.

Income Taxes

        Income taxes recovery for the year ended December 31, 2004 was $3.4 million, compared to $26.8 million of income taxes expenses for 2003, representing an effective tax rate of -2.4%, compared to 29.7% in 2003, a decrease of 32.1% based on income before income taxes and non-controlling interest. This decline is mainly due to tax consolidation transactions where the dividend income received from Quebecor Media was non-taxable. A

37

reversal of an income taxes provision of $17.5 million was recorded in 2004 due to the settlement of notices of assessment, which also reduced our income taxes.

Net Income

        Our net income was $147.4 million for the year ended December 31, 2004, as compared to $63.3 million for 2003, an increase of $84.1 million, or 132.9%. This increase was mainly due to improvement in revenues and operating income and a lower effective tax rate due to the tax consolidation transactions with Quebecor Media. See "— Liquidity and Capital Resources — Purchase of Shares of Quebecor Media and Service of Subsidiary Subordinated Loan."

Year Ended December 31, 2003 Compared to Year Ended December 31, 2002

Revenues

        Consolidated operating revenues for the year ended December 31, 2003 were $805.0 million, compared to $781.0 million for the year ended December 31, 2002, an increase of $24.0 million or 3.1%. ARPU increased to $43.68 in the year ended December 31, 2003 from $40.70 in 2002, representing a 7.3% increase.

        Cable television revenues for the year ended December 31, 2003 decreased by $20.3 million, or 3.5%, as compared to 2002. This decrease was primarily a result of the decline in the number of our basic cable customers, partially offset by price increases we implemented in February 2003. We recorded a decrease of 6,916 basic cable customers for the year ended December 31, 2003, as compared to a reduction of 79,348 basic cable customers in 2002. However, during the last two quarters of 2003, we recorded net additions of 21,146 basic cable customers, as compared to a loss of 23,649 during the same period in 2002. This increase was due to our effort to improve customer service, the deployment of our products in retail stores and the return of our employees after an eleven-month labor conflict that was settled in April 2003. The number of our digital customers increased by 69,238, or 40.3%, from December 31, 2002 to December 31, 2003, for a total of 240,863 digital customers as of December 31, 2003. Digital penetration of our customer base increased from 12.0% as at December 31, 2002 to 16.9% at December 31, 2003.

        Internet revenues for the year ended December 31, 2003 increased by $47.8 million, or 35.2%, as compared to 2002. This growth was due to the net addition of 101,223 high-speed Internet access customers in 2002 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 13.1% at December 31, 2002 to 17.3% at December 31, 2003.

        Revenues from video stores for the year ended December 31, 2003 increased by $3.1 million, or 8.8%, as compared to 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 in our corporate video stores.

        Other revenues for year ended December 31, 2003 were $6.7 million lower than during the year ended December 31, 2002. This decrease was due to the lower selling prices for cable modems in 2003, which was partially offset by a higher volume of digital terminals sold to our customers.

Direct Costs and Operating, General and Administrative Expenses

        Direct costs declined by $13.7 million, or 5.3%, to $246.0 million for the year ended December 31, 2003 from $259.7 million for 2002. As a percentage of total revenues, direct costs declined to 30.6% for the year ended December 31, 2003 from 33.3% for 2002. Direct costs for cable television services for the year ended December 31, 2003 were lower than for the year ended December 31, 2002. This was primarily the result of the decline in our programming costs due to a decrease in the number of our basic cable customers and the resolution of a dispute with service providers. Direct costs for Internet access for the year ended December 31, 2003 were also lower than for the previous year. This decrease was due to a significant reduction in bandwidth and transportation costs, which was partially offset by the higher volume resulting from an increased number of Internet access customers. Direct costs for equipment sold to customers for the year ended December 31, 2003 were the same as for 2002. Although the volume of units sold to our customers in 2003 was greater than in 2002, this was offset by a reduction in the purchase price for the equipment.

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        Operating, general and administrative expenses declined by $2.0 million, or 0.7%, to $283.8 million for the year ended December 31, 2003 from $285.8 million for 2002. As a percentage of total revenues, operating, general and administrative expenses declined to 35.3% in the year ended December 31, 2003 from 36.6% for 2002. Ongoing efforts to reduce costs partially served to reduce operating, general and administrative expenses in the year ended December 31, 2003, but these efforts were partially offset by the recording as indirect costs of $8.0 million in expenses that had been capitalized in prior years. In addition, higher non-recurring items in the year ended December 31, 2002, as compared to 2003, also contributed to the decline in operating, general and administrative expenses in 2003 for an amount of $7.7 million.

EBITDA

        EBITDA for the year ended December 31, 2003 was $277.7 million, as compared to $210.3 million for the same period in 2002, representing an increase of $67.4 million or 32.0%. This growth in EBITDA was a result of the increase in revenues, combined with cost reductions and the absence of non-recurring costs. EBITDA margin increased to 34.5% for the year ended December 31, 2003 from 26.9% for 2002. See the reconciliation of EBITDA to net income (loss) in note 7 under "Selected Consolidated Financial and Operating Data."

Depreciation and Amortization

        Depreciation and amortization expenses for the year ended December 31, 2003 were $123.0 million, an increase of $3.0 million, or 2.5%, as compared to $120.0 million for 2002. This growth was attributable to ongoing capital expenditures required to support an increased number of Internet access customers, network extensions and maintenance capital, which were partially offset by lower amortization of deferred charges.

Financial Expenses and Other Items

        Financial expenses for the year ended December 31, 2003 were $64.6 million, as compared to $76.2 million for 2002, a reduction of $11.6 million, or 15.2%. This reduction in financial expenses was due to lower interest expense on long-term debt, and a $23.6 million foreign exchange gain on U.S. dollar-denominated long-term debt, as compared to a foreign exchange gain on U.S. dollar-denominated debt of $2.2 million in 2002. The write-off of financing costs and the termination costs of a swap agreement, which amounted to $17.1 million in 2003, partially offset the reduction in financial expenses.

        Other items for the year ended December 31, 2003 consisted of a $2.5 million reversal of the restructuring provision that had been taken in the fourth quarter of 2002.

Net Income

        Our net income was $63.3 million in the year ended December 31, 2003, as compared to $11.5 million in 2002, an increase of $51.8 million, or 450.4%.

Liquidity and Capital Resources

Uses of Liquidity and Capital Resources

        Our principal liquidity and capital resource requirements consist of:

•

the launch and expansion of new or additional services;



•

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



•

the service and repayment of our debt; and



•

the payment of dividends to our shareholder.

        Capital Expenditures.    During the six-month period ended June 30, 2005, we invested $71.0 million in fixed assets, as compared to $60.5 million during 2004, an increase of $10.5 million. This growth was due to $14.8 million of capital invested in our new telephony services, offset by lower investments in our Internet network where major investments were made in 2004. We continue to focus on success-driven capital spending and maintaining our network so that it remains in very good condition.

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        During the year ended December 31, 2004, we invested $123.0 million in fixed assets, as compared to $90.3 million during 2003, an increase of $32.7 million. This growth is mainly to increase the capacity of our Internet network in order to maintain and improve the quality of service offered to our Internet access customers, as the number of customers continues to grow. The speed of our Internet access service was also increased during the year.

        During the year ended December 31, 2003, we invested $90.3 million in capital expenditures, as compared to $93.0 million in capital expenditures in 2002, representing a decline of $2.7 million, or 2.9%. We spent $7.1 million to implement our new video-on-demand service. We also invested $8.0 million to support the growth of our Internet access service.

        Our strategy of maintaining a leadership position in offering the suite of products and services currently offered by us and launching new and advanced products and services requires investments in our network to support growth in our customer base and increases in bandwidth requirements. For that reason, we have in place a modernization plan to upgrade our networks in Quebec City and in the Central Region of Quebec from a bandwidth of 480 Mhz to 750 Mhz or greater. We expect to complete those projects by the end of 2006, which will bring approximately 94% of our network in Quebec to an upgraded bandwidth of 750 Mhz or greater. Also, in light of the greater availability of HDTV programming, the ever increasing speed of Internet access and increasing demand for our new Voice over IP telephony service, we are currently considering a number of alternatives for how best to address increasing network capacity requirements resulting from higher demand for such advanced products and services. Pursuing one or more of these alternatives will require us to make substantial investments in our network in the coming years.

        Servicing and Repayment of Our Debt.    During the six-month period ended June 30, 2005, we made no mandatory repayments on our long-term debt, as compared to $25.0 million in 2004. During the six-month period ended June 30, 2005, we made cash interest payments of $35.8 million, as compared to $73.3 million for the same period in 2004. The decrease is mainly due to the tax consolidation transactions with Quebecor Media in 2004. See "— Liquidity and Capital Resources — Purchase of Shares of Quebecor Media and Service of Subsidiary Subordinated Loan."

        During the year ended December 31, 2004, we made mandatory repayments of $37.5 million on our long-term debt, as compared to $70.8 million in 2003. During the year ended December 31, 2004, we made cash interest payments of $51.1 million (excluding the interest on the subordinated debt for tax consolidation with Quebecor Media), as compared to $61.1 million for the year ended December 31, 2003.

        On November 19, 2004, we issued US$315.0 million aggregate principal amount of our 6⁷/8% Senior Notes due January 15, 2014 and amended the terms of our credit agreement to increase our total borrowing capacity under our revolving credit facility by $350.0 million to $450.0 million and to extend its maturity to November 2009. The new notes were sold at a 5% premium to their face amount and resulted in gross proceeds of approximately US$330.8 million (or approximately Cdn$396.2 million) before accrued interest and an effective interest rate of 6.15%. The net proceeds from this offering were used to repay in full the outstanding indebtedness under the $318.1 million Term C loan of our credit facilities and to declare and pay a dividend of $54.6 million to Quebecor Media, our parent company. The remainder of such net proceeds was used for other general corporate purposes. Financing costs of $6.2 million were incurred for the transactions and will be amortized over the life of the financings.

        During the year ended December 31, 2003, we made cash interest payments of $61.1 million, as compared to $73.4 million for the year ended December 31, 2002. During the year ended December 31, 2003, we borrowed $150.0 million in the form of a subordinated loan from our parent company, Quebecor Media (i.e. the QMI Subordinated Loan), and used the proceeds of this loan to repay an equivalent amount under our credit facilities. On October 8, 2003, we refinanced our debt. We issued US$335.0 million aggregate principal amount of our 6⁷/8% Senior Notes due January 15, 2014, repaid in full and terminated the Term A and Term B loans under our original credit facilities, borrowed $368.1 million under a new Term C loan and reduced the aggregate amount we may borrow under our revolving credit facility from $150.0 million to $100.0 million. As part of this transaction, we also terminated our foreign currency swap relating to the fully repaid and terminated Term B loan. As a result of this transaction, the mandatory repayments of our credit facilities were reduced to $50.0 million per year, with the

40

remainder due in 2008. Financing costs of $9.1 million were incurred for this transaction and will be amortized over the life of the financing.

        For the year ended December 31, 2002, we repaid $159.3 million of our long-term debt.

        Payment of Dividends.    During the six-month period ended June 30, 2005, we paid $10.0 million in dividends to our sole shareholder, Quebecor Media, as compared to $38.2 million in 2004.

        During the year ended December 31, 2004, we paid $205.2 million in dividends to our sole shareholder, Quebecor Media, as compared to $20.0 million in 2003. No dividends were paid during the year ended December 31, 2002.

        We expect to pay dividends to Quebecor Media in the future, subject to the terms of our indebtedness and applicable law.

Purchase of Shares of Quebecor Media and Service of Subsidiary Subordinated Loan. Unlike corporations in the United States, corporations in Canada are not permitted to file consolidated tax returns. As a result, we have entered into certain transactions described below that have had the effect of consolidating tax losses within the Quebecor Media group.

        In the first quarter of 2004, our wholly owned subsidiary, Vidéotron (1998) ltée, entered into a back-to-back transaction by borrowing a $1.1 billion subordinated loan from Quebecor Media and using the proceeds to invest in $1.1 billion of Quebecor Media preferred shares. The maturity date of the subordinated loan was January 16, 2019 and it bore interest at an annual rate of 10.75% payable semi-annually. The Quebecor Media preferred shares were redeemable at the option of Quebecor Media and retractable at our option at the paid-up value and carried an 11.0% annual fixed cumulative preferential dividend payable semi-annually. During the year ended December 31, 2004, we made cash interest payments of $108.5 million with respect to the subordinated loan and received $111.1 million in dividends with respect to our ownership of the Quebecor Media preferred shares. On December 16, 2004, this subordinated loan was repaid in full with the proceeds from the redemption of the preferred shares of Quebecor Media, and this back-to-back transaction was unwound.

        This subordinated loan and our investment in Quebecor Media preferred shares for the same principal amounts had the effect of significantly reducing our income tax obligation. This is because the interest expense on the subordinated loan was deductible for income tax purposes, while the dividend income on the Quebecor Media preferred shares was not taxable.

        Retractable Preferred Shares.    During the year ended December 31, 2003, we issued one retractable Series F preferred share to Quebecor Media, which was presented as a liability in our consolidated financial statements at a retraction price of $2.0 million. During the year ended December 31, 2004, this preferred share was redeemed at the retraction price. The excess of the retraction price over the stated capital of this preferred share was credited to our contributed surplus account in an amount of $1.7 million.

        In 2002, we issued retractable Series E preferred shares to Quebecor Media, which were presented as a liability in our consolidated financial statements at the retraction price of these shares. During the year ended December 31, 2003, these preferred shares were exchanged for our common shares. The excess of the retraction price over the stated capital of these preferred shares was credited to our contributed surplus account in an amount of $301.2 million.

        Investing Activities.    The total cash flows used by investing activities for the six months ended June 30, 2005 were $84.7 million, as compared to $1,136.9 million for the same period in 2004, a decrease of $1,052.2 million, due mostly to the $1.1 billion back-to-back transaction with Quebecor Media in 2004. See "— Liquidity and Capital Resources — Purchase of Shares of Quebecor Media and Service of Subsidiary Subordinated Loan." This decrease was partly offset by higher acquisition costs of fixed assets and the payment of tax deductions to Quebecor Media for an amount of $35.2 million.

        Contractual Obligations and Other Commercial Commitments.    Our material obligations under firm contractual arrangements, including commitments for future payments under our credit facilities, our various notes, the CF Cable notes and operating lease arrangements, as of December 31, 2004, are summarized below and are disclosed in notes 13, 16 and 17 to our audited consolidated financial statements. There have been no significant

41

changes to our material contractual obligations and other commercial commitments since December 31, 2004, except for the redemption of the CF Cable notes on July 15, 2005. See note 9 to our interim consolidated financial statements for the six months ended June 30, 2005.

				Payments Due By Period (as of December 31, 2004)
		Total		< 1 year		2-3 years		4-5 years		> 5 years
		(dollars in millions)
Contractual obligations:
	67/8% Senior Notes due January 15, 2014	$	796.6	$	—	$	—	$	—	$	796.6
	CF Cable notes(1)		92.3		—		92.3		—		—
	QMI Subordinated Loan		150.0		—		—		—		150.0
	Operating leases and other debt		52.0		34.8		9.8		5.1		2.3
	Total contractual cash obligations	$	1,090.9	$	34.8	$	102.1	$	5.1	$	948.9

(1)

The CF Cable notes were due in 2007 and were redeemed in their entirety at 100.0% of their principal amount on July 15, 2005.

        During the year ended December 31, 2004, we made mandatory principal repayments on our bank credit facilities, and we had no outstanding balance on these facilities as of June 30, 2005. On November 19, 2004, concurrently with the issuance of US$315.0 million in principal amount of our 6⁷/8% Senior Notes due January 15, 2014 (which was in addition to the US$335.0 million in principal amount of our 6⁷/8% Senior Notes due January 15, 2014 then outstanding), we repaid in full the outstanding indebtedness under the $318.1 million Term C loan of our credit facilities and increased our total borrowing capacity under our revolving credit facility by $350.0 million to $450.0 million and extended its maturity to November 2009. The QMI Subordinated Loan is repayable in 2015 and requires no debt amortization.

        We rent equipment and premises under various operating leases. As of December 31, 2004, we estimated that the minimum aggregate payments under these leases over the next five years will be approximately $27.0 million. During the year ended December 31, 2004, we renewed or extended several leases and entered into new operating leases. Furthermore, we are committed in 2005 to buy customers' premise equipment from a supplier for an estimated amount of $25.0 million.

        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 $6.5 million for the year ended December 31, 2004 and amounts to be agreed upon for the years 2005 and 2006. Management fees payable to Quebecor Media are expected to be $10.5 million for the year ended December 31, 2005. See "Certain Relationships and Related Transactions — Management Services and Others."

        As of June 30, 2005, the commitments for capital expenditures amounted to $20.2 million.

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 six-month period ended June 30, 2005 was $138.7 million, as compared to $96.3 million in 2004, an increase of $42.4 million (44.1%). Cash flow from operations before changes in non-cash operating items amounted to $156.5 million for the six-month period

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ended June 30, 2005, as compared to $145.3 million in 2004. This $11.2 million increase is mainly due to improved revenues. Cash used by the changes in non-cash operating items was $17.7 million for the six-month period ended June 30, 2005, as compared to $49.0 million for 2004, a decrease of $31.3 million. The variation in non-cash operating items is mainly due to the variation in income taxes and accounts receivables and the timing in the payments made to suppliers and affiliated companies.

        Cash provided by operating activities during the year ended December 31, 2004 was $310.7 million, as compared to $194.1 million in 2003, an increase of $116.6 million, or 60.1%. Cash flow from operations before changes in non-cash operating items amounted to $296.9 million for the year ended December 31, 2004, as compared to $220.4 million in 2003. This $76.5 million increase is mainly due to improved revenues and a reduction in interest expense on long-term debt (excluding the subordinated debt for tax consolidation with Quebecor Media). Cash provided by the changes in non-cash operating items was $13.8 million for the year ended December 31, 2004, as compared to $26.3 million used for 2003, an increase of $40.1 million. The variation in non-cash operating items is mainly due to the timing in the payments made to suppliers.

        Cash provided by operating activities during the year ended December 31, 2003 was $194.1 million, as compared to $195.9 million for the year ended December 31, 2002, a decline of $1.8 million. Cash flow from operations before changes in non-cash operating items, amounted to $220.4 million for the year ended December 31, 2003, as compared to $143.8 million for 2002, an increase of $76.6 million or 53.3%. This increase was due to the improvement in operating results. Non-cash operating items used $26.3 million during the year ended December 31, 2003, as compared to $52.1 million provided in 2002, a decrease of $78.4 million. The payment of accrued restructuring charges, payments to programming suppliers and to affiliated companies caused the variation.

        Financing from Related Party Transactions.    During the six-month period ended June 30, 2005, we paid $35.2 million to Quebecor Media, the parent company, for a tax deduction transfer.

        On January 16, 2004, we borrowed $1.1 billion in the form of a subordinated loan from our sole shareholder, Quebecor Media. We used all the proceeds from this loan to purchase 1,100,000 preferred shares, Series D of Quebecor Media. On December 16, 2004, Quebecor Media redeemed these preferred shares, and we used the proceeds from this redemption to repay in full the outstanding amounts under the $1.1 billion subordinated loan. See "— Liquidity and Capital Resources — Purchase of Shares of Quebecor Media and Service of Subsidiary Subordinated Loan."

        In the year ended December 31, 2003, we borrowed $150.0 million under a subordinated loan from our parent company, Quebecor Media (i.e. the QMI Subordinated Loan). 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 our 6⁷/8% Senior Notes due January 15, 2014, the old notes and the Notes. 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.

        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. 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 our 6⁷/8% Senior Notes due January 15, 2014, the old notes and the Notes, as well as 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.

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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. Impairment 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, which are established 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 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 health and life insurance programs and cable service.

        Employee future benefits accounting policy is explained at note 1(m) to our audited consolidated 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 consolidated financial statements.

Subsidies on Equipment Sold to Customers

        During the fourth quarter ended December 31, 2003, we revised our accounting policies for the sale of equipment to our customers. Up to the end of the third quarter ended September 30, 2003, the costs of subsidies granted to our customers on the equipment sold were capitalized and amortized over a three-year period on a straight-line basis. We changed our accounting policies to expense, as they are incurred, the costs related to our customers' subsidies. These changes have been applied retroactively.

Off-Balance Sheet Arrangements

Operating Leases

        We have guaranteed a portion of the residual values of certain assets under our operating leases with expiry dates between 2005 and 2009, to 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 we must, under certain conditions,

44

compensate the lessor for a portion of the shortfall. The maximum exposure in respect of these guarantees is $8.3 million. As at December 31, 2004, we had not recorded a liability associated with these guarantees because we do not expect to make any payments pertaining to the guarantees of these leases.

Guarantees under Lease Agreements

        One of our subsidiaries has provided guarantees to the lessor of certain of the franchisees for operating leases, with expiry dates through 2016. If a 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 $6.6 million. As at December 31, 2004, this subsidiary had not recorded a liability associated with these guarantees because it is its present estimation that no franchisee will default under the applicable agreement. Recourse against the sub-lessee is also available up to the total amount due.

Guarantees Related to our Various Notes

        Under the terms of the indenture governing our 6⁷/8% Senior Notes due January 15, 2014 issued on October 8, 2003 and November 19, 2004 and the indenture governing the old notes and the Notes, we are committed to pay any amount of withholding taxes that could eventually be levied by any Canadian Taxing Authority (as defined in the indenture that governs such notes) on payments made to the lenders so that the amounts the lenders would receive are not less than amounts receivable if no taxes are levied. The amount of such guarantee is not limited and it is not possible for us to establish a maximum exposure amount of the guarantee because our exposure depends exclusively on the future actions, if any, by the Canadian Taxing Authorities. Although no recourse exists for such liability, we have the right to redeem our 6⁷/8% Senior Notes due January 15, 2014, the old notes and the Notes at their face value if such taxes were levied by any Canadian Taxing Authority, thereby terminating the guarantee.

Risks and Uncertainties

        In the normal course of business, we are exposed to fluctuations in interest rates and exchange rates. We manage this exposure through staggered maturities and an optimal balance of fixed and variable rate obligations. As at December 31, 2004, we were using derivative financial instruments to reduce our exchange rate and interest rate exposure.

        While these agreements expose us to the risk of non-performance by a third party, we believe that the possibility of incurring such loss is remote due to the creditworthiness of the parties with whom we deal. A description of the financial derivatives used by us as at December 31, 2004 is provided in note 1(j) to our audited consolidated financial statements included in this prospectus and in "— Quantitative and Qualitative Disclosure About Market Risk."

        Concentration of credit risk with respect to trade receivables is limited due to our large customer base and low receivable amounts from individual customers. As of December 31, 2004, we had no significant concentration of credit risk.

Quantitative and Qualitative Disclosure About Market Risk

        In the normal course of business, we are exposed to market risks. In addition to market risks associated with changes in interest rates and the exchange rate of the U.S. dollar to the Canadian dollar, we are also exposed to credit risk. 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. These instruments are not used for trading or speculative purposes.

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        The table below provides information on the derivative financial instruments and other financial instruments that are sensitive to changes in interest rates and foreign currencies as of the date shown.

	December 31, 2004
						Fair Value
	Years of Maturity	Year-end Effective Interest Rate	Carrying Amount(1)			Primary Debt Instrument			Currency & Interest Instruments			Total Financial Instruments
	(dollars in millions)
Debt:
CF Cable notes(2)(3)	2007	7.59%	$	(92.3	)	$	(93.3	)	$	—		$	(93.3	)
67/8% Senior Notes due January 15, 2014(2)	2014	6.59%		(842.0	)		(807.7	)		(72.3	)		(880.0	)
QMI Subordinated Loan	2015	3.86%		(150.0	)		(150.0	)		—			(150.0	)
				(1,084.3	)		(1,051.0	)		(72.3	)		(1,123.3	)
Interest rate contracts:
Interest rate swap agreements(4)	2005-2007			(4.6	)		—			(4.6	)		(4.6	)
Forward exchange contracts(5)	2005			(8.4	)		—			(8.4	)		(8.4	)
			$	(1,097.3	)	$	(1,051.0	)	$	(85.3	)	$	(1,136.3	)

(1)

Including the carrying amount of the primary debt instrument and the carrying amount of the currency and interest instrument.

(2)

The fair value of the 6⁷/8% Senior Notes due January 15, 2014 issued on October 8, 2003 and November 19, 2004 and the CF Cable notes are estimated based on their quoted market prices, the estimated value of the foreign exchange and interest rate swap agreements, and the year-end foreign exchange rate.

(3)

The CF Cable notes were due in 2007 and were redeemed in their entirety at 100.0% of their principal amount on July 15, 2005.

(4)

The fair value of the interest rate swap agreements is estimated based upon discounted cash flows using applicable market rates as of December 31, 2004.

(5)

The forward exchange contracts cover $53.5 million of the CF Cable notes and $18.5 million of customers' equipment purchases in 2005. All forward exchange contracts were terminated on July 15, 2005.

        Fair value estimates are made at a specific point in time and are based on relevant market information about the financial instruments. 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.

        As of June 30, 2005, the aggregate amount of minimum principal payments for the periods indicated based on borrowing levels during such periods are as follows:

Year ending December 31,	(dollars in thousands)
2005	$	—
2006	$	—
2007	$	93,553(1	)
2008	$	—
2009	$	—
Thereafter	$	961,284

(1)

The CF Cable notes were due in 2007 and were redeemed in their entirety at 100.0% of their principal amount on July 15, 2005.

        We manage our exposure to interest rate risk by having a combination of fixed and variable rate obligations and by periodically using financial instruments such as interest rate swap agreements. We are also exposed to

46

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 6⁷/8% Senior Notes due January 15, 2014 and the old notes are, and the Notes will be, denominated in U.S. dollars. During the year ended December 31, 2004, we concluded cross-currency interest swaps to hedge the foreign exchange fluctuations relating to the additional issuance of US$315.0 million in principal amount of our notes by fixing the U.S. dollar/Canadian dollar exchange rate at 1.1950 and by fixing the interest rate at 7.45% on a notional amount of $149.4 million and fixing the exchange rate at 1.2000 and by opting for a floating interest rate based on the bankers' acceptance rate plus 2.80% on a notional amount of $228.0 million. We also concluded forward exchange contracts to hedge the foreign exchange fluctuations relating to our CF Cable notes (all of which were redeemed on July 15, 2005) by fixing the U.S. dollar/Canadian dollar exchange rate at 1.3573 on a notional amount of $53.5 million.

        During the year ended December 31, 2003, we concluded cross-currency interest swaps to hedge the foreign exchange fluctuations relating to our 6⁷/8% Senior Notes due January 15, 2014 issued on October 8, 2003 by fixing the U.S. dollar/Canadian dollar exchange rate at 1.3425 on a notional amount of US$335.0 million and by fixing the interest rate at 7.66% on a notional amount of $181.2 million and by opting for a floating interest rate based on the bankers' acceptance rate plus 2.73% on a notional amount of $268.5 million. During the year ended December 31, 2004, we concluded a forward exchange contract to hedge the foreign exchange fluctuations relating to our 2005 customers' equipment purchases by fixing the U.S. dollar/Canadian dollar exchange rate at 1.1974 on an amount of $18.5 million.

        Foreign currency fluctuations have created gains or losses in our results on the non-hedged U.S. dollar-denominated long-term debt. For the year ended December 31, 2004, we had an unrealized foreign exchange loss of $1.3 million, as compared to a gain of $23.6 million and $2.2 million for the same periods in 2003 and 2002, respectively.

        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 generally dealing only with major Canadian and U.S. financial institutions with a Standard & Poor's rating (or the equivalent) of at least A. 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.

        We are exposed to credit risk towards our customers. 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.

Regulation

        We are subject to extensive government regulation mainly through the Broadcasting Act (Canada) and the Telecommunications Act (Canada), both of which are administered by the Canadian Radio-television and Telecommunications Commission. Changes to the regulations and policies governing broadcast television, specialty channels and program distribution through cable and direct broadcast satellite services, Internet service providers, Voice over IP services, the introduction of new regulations or policies or terms of license or treatment of the tax deductibility of advertising expenditures could have a material effect on our business, financial condition or results of operations. See "Business — Regulation."

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 22 to our audited annual consolidated financial statements. Significant differences include the accounting for derivative financial instruments and the accounting for development and pre-operating costs.

        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.

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        Under Canadian GAAP, certain development and pre-operating costs, which satisfy specified criteria for recoverability, are deferred and amortized. Under U.S. GAAP, these costs are expensed as incurred.

        Under U.S. GAAP, we would apply push-down accounting to reflect the new basis of the assets and liabilities after we were acquired 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
	Increase in assets		4,452,535
Accrued charges			40,445
Future income taxes			24,930
	Increase in liabilities		65,375
Increase in contributed surplus		$	4,387,160

        Since the date on which we were acquired by Quebecor Media, we recorded in 2002 a goodwill impairment loss of $2.0 billion. In 2004, we and Quebecor Media recorded income tax benefits in the amount of $84.3 million, which had not been recognized at the date on which we were acquired by Quebecor Media. Consequently, for 2004, goodwill was reduced by $84.3 million, contributed surplus was reduced by $67.4 million and income tax expense for U.S. GAAP purposes was increased by $16.9 million.

Recent Canadian GAAP Accounting Pronouncements

        In June 2005, the CICA issued Section 3831, Non-Monetary Transactions. This revised standard requires all non-monetary transactions to be measured at fair value, subject to certain restrictions. This revised standard is effective for non-monetary transactions initiated in fiscal periods beginning on or after January 1, 2006 and early adoption is permitted only as of the beginning of a fiscal period beginning on or after July 1, 2005.

        On January 27, 2005, the CICA issued the following new standards in the CICA Handbook relating to the reporting of financial instruments:

•

Section 1530, Comprehensive Income;



•

Section 3251, Equity (replacing Section 3250, Surplus);



•

Section 3855, Financial Instruments — Recognition and Measurement; and



•

Section 3865, Hedges.

        These new standards will become effective for interim and annual financial statements relating to fiscal years beginning on or after October 1, 2006. Earlier adoption of these new standards is permitted only as of the beginning of a fiscal year ending on or after December 31, 2004. We are currently assessing the impact that these new standards will have on our financial statements prepared in accordance with Canadian GAAP. We believe, however, that these new standards are similar to those currently used for U.S. GAAP purposes.

        In 2004, we revised our accounting policy for the timing of revenue and expense recognition regarding connection fees charged to our customers by adopting the Canadian Institute of Chartered Accountants (CICA) Emerging Issues Committee Abstract 141 for revenue recognition and Abstract 142 for revenue arrangements with multiple deliverables. We adopted the new policy prospectively without restatement of any prior period.

        Effective January 1, 2004, connection fee revenues are deferred and recognized as revenues over 30 months, which is the estimated average period that customers are expected to remain connected to our network. The incremental and direct costs related to connection fees, in an amount not exceeding the related connection fee revenue, are also deferred and recognized as an operating expense over the same 30-month period. Previously,

48

connection fees and their related incremental and direct costs were recognized immediately in our operating revenues and expenses. This change in accounting policy had a minor effect on operating income and net income. For the year ended December 31, 2004, $9.6 million of revenues and $9.4 million of expenses were deferred in relation to this accounting change.

        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 which 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 came into force on January 1, 2004. In accordance with common industry practices, equipment subsidies were deferred and amortized over a period of three years, and customer reconnection costs were capitalized and depreciated over a three-year or a four-year period on a straight-line basis. Industry practices no longer qualify as being acceptable under Canadian GAAP.

        Under new accounting principles, the proceeds from sales of equipment to customers are accounted for as revenues, the cost of the equipment sold to customers is accounted for as the cost of sales and customer reconnection costs are accounted for as operating expenses when incurred.

        During the year ended December 31, 2003, we revised our accounting policies on equipment subsidies and customer reconnection costs to be in accordance with the new accounting principles. These changes have been applied retroactively and had the following effects for the fiscal year ended December 31, 2002. Operating revenues increased by $25.4 million, direct and operating costs increased by $63.1 million, and depreciation expenses, income tax expense and net income decreased by $21.2 million, $5.2 million and $11.3 million, respectively. As at December 31, 2002, deferred charges decreased by $35.2 million, fixed assets decreased by $10.7 million, future income tax assets increased by $16.1 million and the deficit as at January 1, 2001 increased by $17.7 million. The retroactive application of these changes did not affect the amounts presented for prior periods under U.S. GAAP because the new accounting policies with respect to equipment subsidies and customer reconnection costs are consistent with the applicable existing accounting policies under U.S. GAAP.

        We chose to implement this change in our accounting policies in the fourth quarter ended December 31, 2003 in accordance with the provisions of Section 1506, Accounting Changes, of the CICA Handbook. Section 1506 of the CICA Handbook generally requires that changes in accounting policies be applied retroactively, except where certain conditions apply.

        Had we not made this accounting change in 2003, we would have been required to do so on January 1, 2004, the date on which Section 1100 of the CICA Handbook came into effect. Under the provisions of Section 1100 of the CICA Handbook, the change would have been applied on a prospective basis and would have resulted in a lack of comparability of operating results for the periods in which different accounting principles were used.

        In June 2003, the CICA amended the standards on the presentation and disclosure of financial instruments included in Section 3860 of the CICA Handbook, Financial Instruments — Disclosure and Presentation. The new standards require obligations that may be settled at the issuer's option by a variable number of the issuer's own equity instruments to be presented as liabilities. Thus, securities issued by an enterprise that give the issuer unrestricted rights to settle the principal amount in cash or in the equivalent value of its own equity instruments are no longer presented as equity. These revised standards are applicable to financial periods starting on or after November 1, 2004. We did not apply these new standards prior to that date.

        In March 2003, the CICA issued Section 3110 of the CICA Handbook, Asset Retirement Obligations. This section establishes standards for the recognition, measurement and disclosure of liabilities for asset retirement obligations and the associated asset retirement costs. The standards require an entity to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred and when a reasonable estimate of fair value can be made. The standards define the fair value as the amount at which that liability could be settled in a current transaction between willing parties, other than in a forced or liquidation transaction. An entity is subsequently required to allocate that asset retirement cost to amortize it over its useful life. The standards in Section 3110 are applicable to financial periods starting on or after January 1, 2004. We implemented these new

49

standards in the first quarter of 2004. The adoption of these standards had no impact on our consolidated financial statements for the first quarter ended March 31, 2004.

        In December 2002, the CICA issued Section 3063 of the CICA Handbook, Impairment or Disposal of Long-lived Assets. 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 us. 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. This guideline is harmonized with the corresponding guideline under U.S. GAAP. The new standards in Section 3063 are applicable for financial periods beginning on or after April 1, 2003. We implemented the new standards in the first quarter of 2004. The adoption of these standards had no impact on our consolidated financial statements for the first quarter ended March 31, 2004.

        Since January 1, 2002, in conformity with the recommendations of Section 3870 of the CICA Handbook, we account for all stock-based awards granted by Quebecor Media to certain of our employees that are direct award 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 operating expenses. Changes in fair value between the grant date and the measurement date result in a change in the measure of the compensation cost.

        In November 2001, 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 applies to all hedging relationships in effect on or after January 1, 2004. On January 1, 2004, we re-assessed all hedging relationships to determine whether the criteria established by the CICA's new accounting guideline were met or not and we began applying 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 documentation of hedge accounting are consistent with existing U.S. criteria for qualifying for hedge accounting, with which we comply, there was no material impact from adopting this accounting guideline.

Recent U.S. GAAP Accounting Pronouncements

        In June 2005, FASB issued Statement No. 154, Accounting Changes and Error Corrections. This Statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. FAS 154 requires retroactive application for changes in accounting principle, unless it is unpracticable to determine either the cumulative effect or the period-specific effects of the change.

        In March 2005, FASB issued FIN 47, Accounting for Conditional Asset Retirement Obligations, which will take effect no later than the end of fiscal years ending after December 15, 2005. FIN 47 clarifies the term "conditional asset retirement obligation" and refers to a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional upon a future event that may or may not be within the control of the entity. FIN 47 also discusses the uncertainty surrounding the timing and/or method of settlement of a conditional asset retirement obligation which should be factored into the measurement of a liability.

        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 had no impact on our financial statements.

        In April 2003, FASB issued Statement No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities. This statement amends the financial accounting and reporting for derivative instruments to clarify the definition of a derivative, expand the nature of exemptions from the statement, clarify the application of hedge accounting when using certain instruments, clarify when an embedded derivative with an underlying that is an interest rate or interest rate index is not considered clearly and closely related to the host contract, and modify the cash flow presentation of derivative instruments that contain financing elements. This statement is effective for derivative transactions and hedging relationships entered into or modified after June 30, 2003. This statement had no impact on our financial statements.

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BUSINESS

Overview

        We are the largest cable operator in the Province of Québec and the third largest in Canada based on the number of cable customers. We offer pay television, Internet access and telephony services. Our cable network covers approximately 80% of Quebec's 3.0 million residential and commercial premises passed by cable. Our cable licenses include 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. For the year ended December 31, 2004, we generated revenues of $871.6 million and EBITDA of $341.1 million. For the six-month period ended June 30, 2005, we generated revenues of $473.2 million and EBITDA of $187.5 million.

        As of June 30, 2005, we had approximately 1.4 million basic cable customers, representing a basic penetration rate of 60.1%. 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 June 30, 2005, we had 381,049 digital customers, representing 26.4% of our basic customers and 15.9% of our total homes passed. We have also rapidly grown our high-speed Internet access customer base, and at June 30, 2005, we had 547,990 high-speed Internet access customers, representing 38.0% of our basic customers and 22.8% of our total homes passed. We believe that the continued increase in the penetration of our digital television, high-speed Internet access and telephony services will result in increased average revenue per customer.

        Our bi-directional hybrid fiber coaxial (HFC) network enabled us to launch, in January 2005, a new telephony service using Voice over IP technology in selected areas of the Province of Québec (South Shore of Montréal, Montréal, Laval and Quebec City) to our residential and commercial customers. As of June 30, 2005, we had 41,480 Voice over IP telephony customers. In addition, as of August 31, 2005, approximately 62% of all of our cable customers were in areas in which our Voice over IP telephony service was available and we expect that this figure will increase to approximately 70% by December 31, 2005.

        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 and game rental stores in Quebec and among the largest of such chains in Canada, with a total of 286 retail locations (of which 237 are franchised) and more than 1.65 million video club rental members. SuperClub Vidéotron's operations include approximately 100 video and video game rental stores that we acquired in July 2004 from Jumbo Entertainment Inc., a nation-wide Canadian franchisor and operator of such stores.

Competitive Strengths

        Leading Market Positions.    We are the largest cable operator in Quebec and the third largest 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 estimate that we have become the largest provider of such service in the areas we serve. In addition, we operate the largest chain of video stores in Quebec through our SuperClub Vidéotron subsidiary. We believe that our proprietary and third-party retail distribution network of over 581 stores and points of sale, including the SuperClub Vidéotron stores, assists us in marketing and distributing our advanced services, such as high-speed Internet access and digital television, on a large scale basis.

        Single, Highly Contiguous Cluster.    We serve our customer base through a single HFC clustered network that covers approximately 80% of Quebec'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

51

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. In addition, in January 2005, we launched our telephony service progressively among our residential and commercial customers using Voice over IP technology. The addition of telephony service to our suite of products and services has enabled us to be an integrated provider of video, data and voice services and provided us with attractive growth prospects from our "triple-play" bundled offerings. 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 a higher speed than 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. We believe that offering bundled products and services has contributed to improved customer satisfaction, increased use of our services, higher average revenue per customer and better customer retention.

        Advanced Broadband Network.    We have an advanced network, 97% of which is bi-directional. We are committed to maintaining and upgrading our network capacity and, to that end, we currently anticipate that future capital expenditures over the next five years will be required to accommodate the evolution of our products and services and to meet the demand for increased capacity resulting from the launch of our new telephony service and the offering of our other advanced products and services.

        Strong, Market-Focused Management Team.    Our focused and results-oriented senior management team has extensive experience and expertise in a range of areas, including marketing, finance, telecommunications and technology. Under the leadership of our senior management team, we have, despite intensifying competition, successfully increased sales of our digital television products and improved penetration of our high-speed Internet access product as well as launched our new Voice over IP telephony services.

Our Strategy

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

•

Maximize Customer Satisfaction through Delivery of Best Experience.  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 have implemented a number of initiatives and will continue to do so. For example, all of our customer service representatives and technical support staff are trained to assist our customers with respect to all products and services offered by us, which in turn allows our customers to be served more efficiently and seamlessly. Through increased customer satisfaction, we believe we will further strengthen the Vidéotron brand name and increase acceptance of our products and services.

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•

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, Voice over IP telephony, personal video recorders and selected interactive services, such as television-based Internet access. In general, we have experienced significant growth in these 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 products and services, which we believe will increase the value of our bundled packages and result in higher average revenue per customer and improved customer retention. In keeping with our strategy to provide differentiated, bundled service offerings, on September 20, 2005, we announced that we had signed a strategic relationship agreement with a partnership owned by Rogers Wireless, the operator of Canada's largest integrated wireless voice and data network, that will enable us to offer Québec consumers a quadruple play of television, broadband Internet, cable telephony and Vidéotron branded mobile wireless services. We will operate as a Mobile Virtual Network Operator, or MVNO, utilizing wireless voice and data services provided by Rogers Wireless across its GSM/GPRS network. We currently intend to launch our mobile wireless offering during the first half of 2006, with services to include international roaming and popular options. We will be responsible for acquiring and billing customers, as well as for providing customer support under our own brand.



•

Maintain and Upgrade Our Advanced Broadband Network.  Our network design provides high capacity and superior signal quality that will enable us to provide to our customers new advanced products and services in addition to those currently offered by us. We believe that the demand for bandwidth-intensive services will increase significantly in the coming years. Our strategy of maintaining a leadership position in offering the suite of products and services currently offered by us and launching new products and services requires investments in our network to support growth in our customer base and increases in bandwidth requirements. Also, in light of the greater availability of HDTV programming and the ever increasing speed of Internet access, we are currently considering a number of alternatives for how best to address increasing network capacity requirements resulting from higher demand for such advanced products and services.



•

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 a more efficient allocation of resources, more targeted product and service offerings and a focused capital expenditure program.



•

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 Quebec 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 Quebec, 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 more than 50 years and is a well developed market. Competition in the cable industry was first introduced in Canada in 1997. As of August 31, 2004, there were approximately 6.6 million cable television customers in Canada, representing a basic cable penetration rate of 65% of homes passed. For the twelve months ended August 31, 2004, total industry revenue was estimated to be over $4.5 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 high-speed

53

Internet access, digital television services and, more recently, telephony services. The following table summarizes recent annual key statistics for the Canadian and U.S. cable television industries.

	Twelve Months Ended August 31,
	2000		2001		2002		2003		2004		CAGR(1)
	(Homes passed and basic cable customers in millions, dollars in billions)
Canada
Industry Revenue	$3.2		$3.4		$3.7		$4.2		$4.5		7.6	%
Homes Passed	9.4		9.5		9.7		10.0		10.2		1.6	%
Basic Cable Customers	7.0		6.9		6.7		6.6		6.6		(0.9	%)
Basic Penetration	73.8	%	72.0	%	69.3	%	65.5	%	65.0	%

	Twelve Months Ended August 31,
	2000		2001		2002		2003		2004		CAGR(1)
	(Homes passed and basic cable customers in millions, dollars in billions)
U.S.
Industry Revenue	US$40.9		US$43.5		US$49.4		US$51.3		US$57.6		7.1	%
Homes Passed	99.1		100.6		102.7		102.9		108.2		1.8	%
Basic Cable Customers	69.3		73.0		73.5		73.4		73.6		1.2	%
Basic Penetration	70.0	%	72.6	%	71.6	%	71.3	%	68.0	%

Source of Canadian data: CRTC, as at August 31, 2004. Source of U.S. data: NCTA, Nielsen Media Research, Kagan Research and Broadband Cable Financial Databook 2004.

(1)

Compounded annual growth rate from 2000 until 2004.

        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 Quebec. As of August 31, 2004, Quebec was home to approximately 24% of Canada's population and approximately 22.1% of its basic cable customers. Basic cable penetration in Quebec, which was approximately 54.7% as of August 31, 2004, has traditionally been lower than in other populated provinces in Canada, principally due to the higher concentration of French-speaking Canadians in Quebec. It is estimated that over 80% of Quebec'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 Quebec'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.

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 four 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

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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. Since then, the CRTC has licensed dozens of Category Two additional programming licenses. 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.

        Many programming services have announced their intention to convert to high-definition format. We believe that the availability of HDTV programming will increase siginificantly in the coming years and will result in a higher penetration level of digital distribution.

        Since September 2001, we have launched 129 digital channels as summarized in the table below:

Expansion of Vidéotron's Digital Programming (2001-2005)

Category	# of channels
English digital channels	53
Radio/music channels	30
HDTV channels	16
Ethnic digital channels	10
Time-shifting channels	10
French digital channels	6
On Demand services	2
Religious channels	2
TOTAL:	129

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, selected interactive television services and telephony services. We continue to focus on our high-speed Internet access, digital television and telephony services, which are increasingly desired by customers. With our advanced broadband network, we are increasing the penetration of value-added services such as video-on-demand, high-definition television, personal video recorders, as well as interactive programming and advertising.

        In January 2005, we launched a new telephony service in the Province of Québec together with our affiliate, Videotron Telecom, by joining our customer base with Videotron Telecom's telecommunication network and expertise. We expect that Videotron Telecom will merge with us on January 1, 2006. See our unaudited pro forma combined financial information included in this prospectus, "Summary — Reorganization" and "Summary — Summary Consolidated Financial and Operating Data and Pro Forma Combined Financial Information."

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

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services, and local and regional community programming. Our basic service customers generally receive 32 channels on basic cable.

•

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 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.

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, Voice over IP telephony 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 115 times the speed of a conventional telephone modem. As of June 30, 2005, we had over 547,990 high-speed Internet access customers, representing 38.0% of our basic customers and 22.8% of our total homes passed. In addition, as of June 30, 2005, we had 20,075 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 48% as of June 30, 2005.



•

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. 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 25 television channels, 45 audio services providing CD quality music, 15 AM/FM radio channels, an interactive programming guide as well as television-based e-mail capability. Our extended digital basic television service, branded as Self-Service, offers customers the ability to select more than 100 additional channels of their choice, including U.S. super-stations and other special entertainment programs, allowing them to customize their choices. 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. As of June 30, 2005, we had over 381,049 customers for our digital television service, of which approximately 88% have purchased and 12% lease our digital set-top boxes. We believe that the sale of equipment to customers improves customer retention. Notwithstanding our digital television service, we intend to continue to offer analog cable service to our customers.



•

Voice over IP.  In January 2005, we launched our new telephony service using Voice over IP technology in selected areas of the Province of Québec (South Shore of Montréal, Montréal, Laval and Quebec City), and we will continue to launch this service progressively among our other residential and commercial customers in the Province of Québec during the second half of 2005. Our new telephony service includes both local and long-distance calling, and permits all of our telephony customers, both residential and commercial, to

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access all service features mandated by CRTC Decision 97-8 and other regulatory decisions and orders, including: enhanced 911 Emergency service; number portability from and to any local exchange carrier; a message relay service allowing subscribers to communicate with the hearing impaired; and a variety of personal privacy features including universal call tracing. We also offer free basic listings in local telephone directories, as well as full operator assistance, including: operator-assisted calls; collect and third-party calls; local, national and international directory assistance; person-to-person calls; and busy-line verification. Finally, we offer as part of our new telephony service a host of convenient, optional features, including: name and number caller ID; call waiting with long-distance distinctive ring and audible indicator tone; name and number caller ID on call waiting; visual indicator of a full voice mail box and audible message waiting indicators; automatic call forwarding; three-way conference calling; automatic recalling; and last incoming call identification and recall. In keeping with our competitive strength of providing differentiated, bundled service offerings, we offer free installation of our new telephony service to existing cable television and/or Internet customers and to new bundled customers. We also offer discounts to our bundled customers, when compared to the sum of the prices of the individual services provided to these customers. In addition, we offer discounts for a second telephone line subscription. As of June 30, 2005, we had 41,840 customers for our Voice over IP telephony service.

•

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 customers to rent from a library of movies, documentaries and other programming through their digital set-top box. Our digital cable customers 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 97% of the homes passed by us. We also offer pay television channels on a subscription basis that permit our customers to access and watch any of their video-on-demand selections at any time at their convenience.



•

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. On September 20, 2005, we announced that we had signed a strategic relationship agreement with Rogers Wireless, the operator of Canada's largest integrated wireless voice and data network, that will enable us to offer Québec consumers a quadruple play of television, broadband Internet, cable telephony and Vidéotron branded mobile wireless services. We will operate as a Mobile Virtual Network Operator, or MVNO, utilizing wireless voice and data services provided by Rogers Wireless across its GSM/GPRS network. We currently intend to launch our mobile wireless offering during the first half of 2006, with services to include international roaming and popular options. We will be responsible for acquiring and billing customers, as well as for providing customer support under our own brand.

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

	As of December 31,										As of June 30,
	2000		2001		2002		2003		2004		2005
Basic analog cable
Homes passed(1)	2,324,940		2,330,648		2,329,023		2,351,344		2,383,443		2,401,620
Basic customers(2)	1,552,131		1,510,408		1,431,060		1,424,144		1,452,554		1,443,126
Penetration(3)	66.8	%	64.8	%	61.4	%	60.6	%	60.9	%	60.1	%
Digital cable
Digital customers	80,898		114,634		171,625		240,863		333,664		381,049
Penetration(4)	5.2	%	7.6	%	12.0	%	16.9	%	23.0	%	26.4	%
Number of digital terminals	85,756		121,210		182,010		257,350		362,053		420,275
Dial-up Internet access
Dial-up customers	62,673		55,759		43,627		28,821		23,973		20,075
High-speed Internet access
Cable modem customers	140,302		228,759		305,054		406,277		502,630		547,990
Penetration(3)	6.0	%	9.8	%	13.1	%	17.3	%	21.1	%	22.8	%
Telephony Services
VoIP Customers	—		—		—		—		2,135		41,840
Penetration(3)	—		—		—		—		0.1	%	1.7	%

(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. The number of basic customers for the years 2000-2004 inclusive, were restated in order to permit such numbers to be compared to the 2004 number of basic customers.

(3)

Represents customers as a percentage of total homes passed.

(4)

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

        In the six months ended June 30, 2005, we recorded a net decrease of 9,428 basic cable customers. During the same period, we also recorded a net growth of 45,360 customers of our high-speed Internet access service and 47,385 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 and game rental stores in Quebec and among the largest of such chains in Canada, with a total of 286 retail locations (of which 237 are franchised) and more than 1.65 million video club rental members. SuperClub Vidéotron's operations include approximately 100 video and video game rental stores that we acquired in July 2004 from Jumbo Entertainment Inc., a nation-wide Canadian franchisor and operator of such stores. With approximately 154 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, such as high-speed Internet access and digital television.

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. We also offer discounts to our bundled customers, when compared to the sum of the prices of the individual services provided to these customers. As of June 30, 2005, the average monthly fees for basic and extended basic service

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were $22.55 and $36.20, respectively, and the average monthly fees for basic and extended basic digital service were $12.05 and $40.11, 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. 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, which reflect discounts for bundled service offerings, as follows:

Service	Price Range
Basic analog cable	$15.07-$27.59
Extended basic analog cable	$26.21-$39.90
Basic digital cable	$11.98-$13.98
Extended basic digital cable	$25.98-$69.98
Pay-television	$  6.00-$19.95
Pay-per-view (per movie or event)	$  3.99-$79.95
Video-on-demand (per movie or event)	$  0.99-$24.95
Dial-up Internet access	$  9.95-$19.95
High-speed Internet access	$25.95-$74.90
VoIP Telephony	$15.95-$21.95

Our Network Technology

        As of June 30, 2005, our cable systems consisted of approximately 9,100 km of fiber optic cable and 29,800 km of coaxial cable, passing approximately 2.4 million homes and serving approximately 1.55 million customers. Our network is the largest broadband network in Quebec covering over 80% of cable homes passed.

        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:

	450 MHz and Under	480 to 625 MHz	750 to 860 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%
December 31, 2003	3%	23%	74%	97%
December 31, 2004	3%	23%	74%	97%
June 30, 2005	2%	23%	75%	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 Videotron Telecom 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

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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 customer's television set directly or, depending on the area or the services selected, through various types of customer equipment including set top boxes.

        We have adopted the hybrid fiber coaxial (HFC) 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. Our network design also allows for further segmentation to 500 or 250 homes where cable, Internet and telephony service penetration requires higher network capacity. 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.

        Our strategy of maintaining a leadership position in the suite of products and services currently offered by us and launching new products and services requires investments in our network to support growth in our customer base and increases in bandwidth requirements. For that reason, we have in place a modernization plan to upgrade our networks in Quebec City and in the Central Region of Quebec from a bandwidth of 480 Mhz to 750 Mhz or greater. We expect to complete those projects by the end of 2006, which will bring approximately 94% of our network in Quebec to an upgraded bandwidth of 750 Mhz or greater. Also, in light of the greater availability of HDTV programming, the ever increasing speed of Internet access and increasing demand for our new Voice over IP telephony service, we are currently considering a number of alternatives for how best to address increasing network capacity requirements resulting from higher demand for such advanced products and services. Pursuing one or more of these alternatives will require us to make substantial investments in our network in the coming years.

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 introduce and deploy advanced products and services such as high-speed Internet access, digital television and Voice over IP telephony;



•

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



•

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;



•

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

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•

leverage the retail presence of SuperClub Vidéotron, Archambault Group Inc. and third-party commercial retailers;



•

cross-promote the wide variety of content and services offered within the Quebecor Media group (including, for example, the content of TVA Group productions and the 1-900 service for audience voting for Star Académie, Occupation Double and other reality shows popular in Quebec) in order to distribute our cable, data transmission and telephony services to our existing and future customers; and



•

introduce new value-added packages of products and services, which we believe increases average revenue per user, or ARPU, and improves customer retention.

        We continue to invest time, effort and resources in marketing new and existing services. To increase both customer penetration and the number of services used by our customers, we 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, all of our customer service representatives and technical support staff are trained to assist our customers with respect to all products and services offered by us, which in turn allows our customers to be served more efficiently and seamlessly. 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.

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.

        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 operate in a competitive business environment in the areas of price, product and 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 and telephony services, we may face additional competition. Our principal competitors include "off-air" television and providers of other entertainment, direct broadcast satellite, digital subscriber line, private cable, other cable distribution, ILECs and wireless distribution. We also face competition from illegal providers of cable television services and illegal access to foreign DBS and 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

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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 cable delivery transmissions. This form of distribution generally provides more channels than analog cable distribution and is fully digital. DBS service can be received virtually anywhere in Canada through the installation of a small rooftop or side-mounted antenna. Like digital cable distribution, 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. We also face competition from other providers of DSL service.



•

VDSL.  The CRTC and Industry Canada have authorized video digital subscriber line, or VDSL, services. VDSL technology increases the capacity of DSL lines available, which permits the distribution of digital video. We expect that we will soon face competition from incumbent local exchange carriers, which have been granted licenses to launch video distribution services using this technology.



•

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.



•

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



•

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.



•

Grey and Black Market DBS Providers.  Cable and other distributors of television signals continue to face competition from the use of access codes and equipment that enable the unauthorized decoding of encrypted satellite signals, from unauthorized access to our analog cable signals (black market) and from the reception of foreign signals through subscriptions to foreign satellite television providers that are not lawful distributors in Canada (grey market).



•

Telephony Service.  Our new telephony service competes against other telephone companies, including both the incumbent telephone service provider in Quebec, which controls a significant portion of the telephony market in Quebec, as well as other Voice over IP telephony service providers and cellular telephone service providers.



•

IPTV.  As a result of recent significant improvements in broadband speeds over DSL and compression technology, incumbent telephone carriers in our service areas may be in a position to enable delivery of digital television over their high-speed Internet connections in the coming years. Advanced trials are underway in Canada and in other countries. If successful, IPTV may provide telecommunications carriers with a way to offer services similar to those offered by cable operators in the consumer market.

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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 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 66.6% of the issued and outstanding voting shares and not less than 66.6% 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.

        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 November 2002, the federal Minister of Industry initiated a review of the existing foreign ownership restrictions applicable to telecommunications carriers. 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. The House of Commons Standing Committee on Industry, Science and Technology, recommended, among other things, that the Government of Canada remove the existing foreign ownership restrictions in the telecommunications industry and 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. On April 4, 2005, the Canadian Government released a response to the report of the latter committee wherein it stated, among other things, that "the Government wishes to indicate that it is not prepared to modify foreign ownership

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limits on broadcasting or content more generally." However, it acknowledged the appointment by Industry Canada of an independent panel of experts, the Telecommunications Policy Review Panel, to review Canada's telecommunications policy and regulation of telecommunications and that the panel's work may be helpful in shedding new light on the issue. One of the many terms of reference for this panel include consideration of Canada's foreign investment restrictions in telecommunications and whether they should be removed. The panel is expected to report by the end of 2005. We cannot predict what, if any, recommendations will be made by the panel on foreign ownership of telecommunications companies and whether any such recommendations will be acted upon by the government. Given the increasing level of convergence in the industry and competition with telecommunications carriers, a change to the current regulatory regime allowing for greater foreign investment in telecommunications carriers, without a comparable change allowing for greater foreign investment for broadcasting distribution undertakings, may adversely affect our ability to compete with some of our competitors who are telecommunication carriers.

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.

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 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. We operate 52 cable systems pursuant to a licence or an exemption order.

        Cable systems with 6,000 customers or less and operating their own local headend are exempted from the obligation to hold a license pursuant to exemption orders issued by the CRTC. 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. Cable distribution undertakings that are fully interconnected with other broadcasting distribution undertakings are ineligible for this exemption unless the aggregate number of customers served by the interconnected broadcast distribution undertakings is less than 6,000. We operate 23 exempted cable systems.

        Similarly, cable systems with between 2,000 and 6,000 customers (generally Class 2 cable systems or Class 3 cable systems not exempt under the CRTC's exemption for small cable undertakings) are also exempted from holding a license pursuant to a CRTC public notice issued in 2003. Cable distribution undertakings that are fully interconnected with other broadcasting distribution undertakings will be ineligible for this exemption unless the aggregate number of customers served by the interconnected broadcast distribution undertakings is less than 6,000. The CRTC has issued a proposed exemption order in June of 2004, and we have filed for revocation of license for three networks that will benefit from the exemption by having reduced administrative costs and regulatory burdens.

        In September 2003, the CRTC adopted amendments to the Broadcasting Distribution Regulations that permit the CRTC to implement its regional licensing model for cable distribution undertakings (Broadcasting Public Notice

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CRTC 2003-48). The CRTC believes that the regional licensing approach will result in greater efficiencies for the licensees of cable distribution undertakings as well as for itself and reflects the current trend toward consolidation in the cable industry and growing interconnection between systems.

        In November 2003, the CRTC finalized the regulatory framework that will govern the distribution of digital signals by over-the-air television stations (Broadcasting Public Notice CRTC 2003-61). The CRTC requires broadcasting distribution undertakings to distribute the primary digital signal of a licensed over-the-air television service in accordance with the priorities that currently apply to the distribution of the analog version of the services. The CRTC expects all broadcasting distribution undertakings to implement the necessary upgrades. Analog carriage should be phased out once 85% of a particular broadcasting distribution undertaking's customers have digital receivers or set-top boxes that can convert digital signals to analog. Exempt undertakings will not be required to duplicate mandatory services in digital format. A further proceeding to establish a licensing framework governing the transition of pay and specialty services to high definition, or HD, signals was initiated in August 2004. It will also establish a framework to govern the distribution of such services by broadcasting distribution undertakings. It is expected that this policy will be made public in 2005. According to the CRTC, the time period during which broadcasters and distributors will have to provide services in both analog and digital formats will depend on the speed with which customers convert from analog to digital. A shorter transition period will reduce the overall costs of the transition for both broadcasters and distributors.

        In order to conduct our business, we must maintain our broadcasting distribution undertaking licenses in good standing. Failure to meet the terms of our licenses may result in their short-term renewal, suspension, revocation or non-renewal. We still hold a separate license for each of our 29 cable systems and have never failed to obtain a license renewal for those cable systems.

Application of Canadian Telecommunications Regulation

        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.

        In addition, the CRTC regulates the provision of telephony services in Canada. On May 1, 1997, the CRTC established the regulatory framework for the provision of competitive local telephony services in Canada. Among the key elements of this framework are: a technical form of interconnection based on a co-carrier (i.e., peer-to-peer) relationship between ILECs and CLECs; mutual compensation for traffic termination (including Bill & Keep compensation at low levels of traffic imbalance); effective deregulation of CLEC retail service offerings with the exception of certain social obligations; and the imposition of a series of regulatory safeguards on ILECs to protect against anti-competitive conduct on their part, including retail tariffing requirements, service bundling restrictions and winback restrictions.

        Videotron Telecom, which has been operating as a CLEC under the framework described above for several years, is providing the underlying local network interconnection services for our residential local telephony offering. In this capacity, we are acting as a reseller of Videotron Telecom's competitive local exchange carrier services. In a series of rulings dating back to 1997, the CRTC has established that virtually all of the significant regulatory obligations imposed upon CLECs flow through to their resellers, and our residential local telephony offering has been designed on this basis. We expect that Videotron Telecom will merge with us on January 1, 2006. See "Summary — Reorganization."

        As a CLEC, elements of the CRTC's telecommunications regulatory framework to which Videotron Telecom is subject include: interconnection standards and inter-carrier compensation arrangements; the mandatory provision of equal access (i.e. customer choice of long distance provider); standards for the provision of 911 service, message relay service and certain privacy features; and the obligation not to prevent other local exchange carriers from accessing end-users on a timely basis under reasonable terms and conditions in multi-dwelling units where Videotron Telecom provides service.

        Generally speaking, the CRTC has pursued a policy of favouring facilities-based competition in telecommunications. Key to the CRTC's framework are decisions issued on January 25, 2001 and June 30, 2003,

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respectively, regarding access to municipal rights of way and access to multi-dwelling units. In both cases, the CRTC adopted a policy of open access, with fees generally limited to recovering costs reasonably incurred. Application of the framework principles to individual access cases, however, has encountered resistance from certain municipalities and building owners. It remains to be determined whether any of these access cases will need to be brought before the CRTC for resolution.

        On February 2, 2005, the CRTC issued a decision re-affirming and expanding a tariff regime initially establishing in June 2002 whereby competitive carriers may purchase certain digital network services from the ILECs at reduced cost-based rates. This regime has undermined Videotron Telecom's position in the wholesale market for business telecommunications services. To remain competitive with the ILECs in the wholesale market, Videotron Telecom has substantially reduced the rates it charges other competitive carriers for certain digital network services that would be eligible under the new tariff regime were they purchased from the ILEC. On July 28, 2005, Quebecor Media, on behalf of Videotron Telecom, filed an application with the CRTC seeking compensation for financial losses incurred as a result of this regime, on the same basis as the compensation already accorded to the ILECs. The compensation requested by Videotron Telecom amounts to $13.2 million for the period June 1, 2002 to June 30, 2005. The record is closed with respect to this application and a decision by the CRTC is expected in due course.

        On May 12, 2005, the CRTC established a framework for regulating voice communications services using Internet Protocol that regulates only local VoIP services but not peer-to-peer VoIP services. The regulatory framework governing competition for local telephony services will apply to local VoIP services. As a result, local VoIP services provided in-territory by ILECs are subject to economic regulation and prior tariff approval, whereas local VoIP services provided by competitors such as Vidéotron are not. The CRTC also ruled that cable operators, such as us, are required to fulfill obligations imposed on CLECs when providing local VoIP services, and must also remove any restrictions that would prevent third-party Internet service providers from offering VoIP services over Internet access facilities leased from the cable operators on a wholesale basis. It further determined that revenues from VoIP services are contribution-eligible for purposes of the revenue-based contribution regime established by the CRTC to subsidize residential telephone services in rural and remote parts of Canada. We believe that our VoIP service plans will not be altered materially by the CRTC's decision. However, on July 28, 2005, Bell Canada and other ILECs filed a petition with the Federal Cabinet requesting Cabinet to overturn that part of the CRTC's decision that applies economic regulation and prior tariff approval to the ILECs' VoIP offerings. Within one year of the CRTC's decision, Cabinet has the authority, if the petition is successful, to vary or rescind the decision or refer it back to the CRTC for reconsideration. A successful petition could have a material impact on our business ability to compete with the ILECs in the local telephony market.

        The CRTC has initiated a public proceeding to establish a framework for the forbearance from regulation of residential and business local exchange services provided by the ILECs. Among the issues being considered in this proceeding are: the scope of local exchange services to be considered for forbearance; the definition of relevant service and geographic markets; the criteria to be applied to determine whether the relevant markets are sufficiently competitive for forbearance; the CRTC's powers and duties to be forborne; post-forbearance criteria and conditions; and the appropriate process for future applications for forbearance. The CRTC has stated that it intends to issue its decision within 150 days after the record closes. The record closed on October 7, 2005. Depending on the framework established by the CRTC, any successful forbearance applications could have a material impact on our ability to compete with the ILECs in the local telephony market.

Right to Access to Telecommunications and Hydro-Electric 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, held on May 16, 2003 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 must therefore be negotiated with those utilities.

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        We have entered into an agreement for access to the support structures of hydro-electricity utilities in Quebec running through December 2005. We are currently in negotiations with Hydro Quebec, the hydro-electricity monopoly on our licensed areas. If we cannot come to an agreement with Hydro Quebec, we may file an application to a provincial administrative tribunal under An Act respecting certain public utility installations (Quebec) to establish the terms and conditions on which we could access the support structure of Hydro Quebec.

        We also have a limited number of facilities in Ontario. In March 2005, pursuant to an application filed by the Canadian Cable Telecommunications Association, or the CCTA, the Ontario Energy Board, or the OEB, established a uniform rate for access to electricity distribution power poles in Ontario for the purpose of transmitting cable services of $22.35 per pole per year for the use of Ontario electric utility poles by cable television providers and other parties. The OEB Decision stated that an electricity distributor could apply for a different charge where the electricity distributor costs were not adequately recovered through the approved charge. The rate established by the OEB represents a significant increase relative to earlier prevailing rates.

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 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 non-Canadian pay-television movie channels and specialty (or thematic) programming services in the English and French languages 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 and other countries are not approved for distribution in Canada.

        Also important to broadcasting operations in Canada are the specialty 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. 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. Since December 2004, Class 1 and Class 2 cable systems are also subject to new distribution and linkage requirements for foreign general interest third-language services approved for distribution on a digital basis that require their distribution with analog Canadian services of the same language and linkage with general interest Category 2 digital specialty channels operating in the same language.

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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:

•

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.



•

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 between broadcast and community programming 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, also called the Part II license 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. In January 2004, we filed a claim before the Federal Court on the basis that the Part II license fee is similar to a tax levy and that the CRTC has no jurisdiction to impose a tax. This claim has been merged with a similar claim from the Canadian Association of Broadcasters.

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 video-on-demand; 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 all but two 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 to a household situated in a residential area.

        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.

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 cancelling basic cable service. In August of 2004 (Public Notice CRTC 2004-62), the CRTC has decided that it will no longer require incumbent cable companies to adhere to winback rules with respect to customers who reside in single unit dwellings. However, the CRTC has also determined that the winback rules should continue to apply to incumbent cable companies with respect to their dealings with individual customers who reside in multiple unit dwellings. The CRTC has further determined that incumbent cable companies are prohibited from initiating communication with residents of a multiple unit dwelling for a period of 90 days from the date on which a new entrant enters into an access agreement to provide service in the multiple unit dwelling. Moreover, the CRTC now requires incumbent cable companies to refrain from the targeted marketing of all residents of a multiple unit dwelling, or from offering them discounts or other inducements not generally available to the public, for a period of 90 days following the date on which a new entrant enters into an access agreement to offer services in the multiple unit dwelling.

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

        With respect to VoIP services, the CRTC decided in May 2005, as part of its announced regulatory framework for VoIP services, that it was not necessary to apply "winback" restrictions to cable incumbents. However, it determined that the winback restrictions for ILECs was necessary to foster competition and it extended the winback rules applicable to ILECs for local exchange services to ILECs' local VoIP services. These rules provide for a twelve-month no contact period in the case of residential customers and a three-month no contact period for business customers. An appeal has been filed with the Federal Court of Appeal by several ILECs on the grounds that these no contact rules violate constitutional rights to freedom of expression. A group of ILECs also has an earlier outstanding application before the CRTC seeking to eliminate the CRTC's prevailing winback restrictions on

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local telephony on the same constitutional grounds. If either of these challenges to the winback restrictions are successful, we could face a more challenging marketing environment for our local telephony services offering.

Access by Third Parties to Cable Networks

        In Canada, access to the Internet is a telecommunications service. While Internet access services are not regulated on a retail (price and terms of service) basis, Internet access for third-party Internet service providers is mandated and tariffed according to conditions approved by the CRTC for cable operators.

        On July 6, 1999, the CRTC required certain of the largest cable television operators, including us, to submit tariffs for high-speed Internet access services, known as open access or third-party access, in order to allow competing retail Internet service providers to offer such services over a cable infrastructure. Some of our tariff elements, most notably the per end-user rate we may charge to third-party Internet service providers, were approved by the CRTC on an interim basis in August 2002. A revised cost study for our per end-user rate was filed with the CRTC in August 2004 and is under consideration. Other tariff elements, most notably those related to our interconnection architecture and service charges, were approved by the CRTC on an interim basis in November 2004. Other technical, operational and business policies to implement access services have been addressed by the CRTC Interconnection Steering Committee, or CISC, and technical tests have been concluded.

        Final tariff rates for our per end-user charge to Internet service providers and our other third-party interconnection service charges will be established pursuant to CRTC follow-up proceedings currently under way. We expect that interconnection by third-party Internet service providers to our cable network will commence in 2005.

        Until third-party access to our cable network is provided, the CRTC requires certain of the largest cable television operators, including us, to allow third-party retail Internet service providers to purchase for the purpose of resale our 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. This resale obligation will cease to be mandated once facilities-based access is available to Internet service providers.

        As part of the CRTC's announced regulatory framework for VoIP, on May 12, 2005 the CRTC directed that large cable carriers, such as us, remove restrictions in their third-party Internet access tariffs in order to allow third-party Internet service providers to provide VoIP services in addition to retail Internet services.

Copyright Board Proceedings

        Certain copyrights in radio, television and pay audio programming are administered collectively and certain tariff rates are established by the Copyright Board of Canada. Tariffs previously 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

        Following 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 television signal retransmission royalties vary from $100 per year for Class 3 cable systems and from $0.30 to $0.65 per customer per month for Class 2 cable systems serving areas with fewer than 1,500 customers and to $0.70 per customer per month for more than 6,000 customers (Class 1 cable systems), except in French-language markets. In French-language markets, there is a 50% rebate for Class 1 and Class 2 cable systems, where the maximum rate used to be $0.35 per customer per month. The same pricing structure, with lower rates, still

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applies for distant radio signal transmission. All of our undertakings operate in French-language markets. In 2003, the collective societies representing copyright holders 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 2000 to 2008. In December 2003, the 2003 tariff was extended indefinitely on an interim basis until the Copyright Board rules on the proposed tariff, and a hearing in respect of the proposed tariff had been scheduled for October 2005. The parties have, however, reached an agreement in March 2005 on the rates and the tariff prior to the initiation of the public hearing process. The distant television signal retransmission royalties will be an annual average of approximately $0.80 for Class 1 systems with a 50% rebate for French-language markets, until 2008.

Royalties for the Transmission of Pay and Specialty Services

        In 1989, 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. In 1996, at the request of the Society of Composers, Authors and Music Publishers of Canada (SOCAN), the Copyright Board approved Tariff 17A, which required the payment of royalties by broadcasting distribution undertakings, including cable television operators, which transmit musical works to their customers in the course of transmitting television services on a subscription basis. Through a series of industry agreements, this liability was shared with the pay and specialty programming services.

        In March 2004, the Copyright Board changed the name of this tariff from Tariff 17A to Tariff 17 and rendered its decision setting Tariff 17 royalty rates for 2001 through 2004. The Copyright Board changed the structure of Tariff 17 to calculate the royalties based on the revenues of the pay and specialty programming services (affiliation payments only in the case of foreign and pay services, and all revenues in the case of Canadian specialty services) and set a basic royalty rate of 1.78% for 2001 and 1.9% for 2002 through 2004. The basic royalty rate is subject to reductions in certain cases, although there is no French-language discount. SOCAN has agreed that the 2005 tariff will continue on the same basis as in 2004, except for a proposed royalty rate of 2.1%.

Royalties for Pay Audio Services

        The Copyright Board of Canada 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 broadcasting pay audio services. The tariffs fix the royalties payable to SOCAN and to the Neighbouring Rights Collective of Canada, or NRCC, respectively, during this period 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 during this period were 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. Royalties payable by a system located in a French-language market during this period are calculated at a rate equal to 85% of the rate otherwise payable.

        In February 2005, the Copyright Board rendered its decision setting pay audio services royalties for 2003 through 2006. The Copyright Board fixed the rate of royalties payable to SOCAN and NRCC during this period to 12.35% and 5.85%, respectively, 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. In addition, the Copyright Board established the rate of royalties payable to SOCAN and NRCC during this period at 6.175% and 2.95%, respectively, for a small cable transmission system, an unscrambled low or very low power television station or an equivalent small transmission system. The Copyright Board also eliminated the previously effective 15% discount to royalties payable by a system located in a French-language market. We have made interim royalty payments for 2003 and 2004 based on the lower royalty rate of the 2002 tariffs. The retroactive royalty obligations to SOCAN and NRCC owed by us since 2003 were paid in 2005.

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Tariff in Respect of Internet Service Provider Activities

        In 1996, SOCAN proposed a tariff (Tariff 22) to be applied against Internet service providers, in respect of composers'/publishers' rights in musical works communicated over the Internet to Internet service providers' customers. SOCAN's proposed tariff was challenged by a number of industry groups and companies. In 1999, the Copyright Board decided that Internet service providers 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 June 2004, the Supreme Court of Canada upheld this portion of the decision of the Copyright Board and determined that Internet service providers do not incur liability for copyright content when they engage in normal intermediary activities, including web hosting for third parties and caching. SOCAN's tariff proposal will, therefore, be subject to further consideration by the Copyright Board to determine what royalties should be paid by content providers in respect of music communicated over the Internet. A proposed amendment to the Copyright Act (Canada) was introduced in June 2005 in Parliament which, if enacted, will exempt ISPs for copyright liability for merely providing customers with access to the Internet and not operating the web site itself. It is premature to predict whether the amendment will be enacted by Parliament and come into law.

History

        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 (Quebec). 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. On October 7, 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. We currently expect that Videotron Telecom, which is a wholly owned subsidiary of Quebecor Media, will merge with us on January 1, 2006.

        Our registered office is located at 300 Viger Avenue East, Montréal, Quebec, Canada H2X 3W4, and our telephone number is (514) 281-1232. Our corporate website can be accessed through www.videotron.com. The information found on our corporate website is not, however, part of this prospectus.

Property, Plants and Equipment

        Our corporate offices are located in leased space at 300 Viger Avenue East, Montréal, Quebec, Canada H2X 3W4. These premises are under an expropriation notice, in order to make space for the new Montréal University Hospital Center (MUCH). We must relocate our operations and personnel from this building in May 2006 and we are currently considering a number of alternative locations. A committee has been formed and is currently overseeing the negotiations for damages occurred and relocation costs. 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. Furthermore, we 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.

Employees

        As of June 30, 2005, we had 3,084 full-time and part-time employees. Substantially all of our employees are based and work in the Province of Québec. Approximately 2,250 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 our unionized employees in the Montréal and Quebec City regions, will expire on December 31, 2009. We also have two other collective bargaining agreements that cover our unionized employees in the Chicoutimi and Hull regions, which will expire on January 31, 2010 and August 31, 2011, respectively. The terms of the new collective bargaining agreements enable us to reduce our operating costs and enhance productivity and provide us with greater flexibility in the management of our operations.

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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 waste 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. In November 2004, our environmental studies reported improvements in the groundwater resources of this property, and we are presently in discussions with the authorities to remove this property from their contaminated sites registry. 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.

Legal Proceedings

        On March 13, 2002, an action was filed in the Superior Court of Quebec by Investissement Novacap Inc., Telus Quebec 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, Voca-tel Communications Inc. instituted legal proceedings against us for wrongful breach of contract in the amount of $4.7 million. Judgement in this matter was rendered on September 9, 2005. The court awarded Voca-tel Communications Inc. an amount of $343,121 plus interest and costs. The judgement is subject to appeal within 30 days of the date thereof.

        In 1999, Regional Cablesystems Inc. (now Persona Communications Inc.) initiated an arbitration in which it sought 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. A settlement in principle has been reached subject to finalization of settlement documentation.

        On March 22, 2005, Jean-Guy Poulin filed a motion to authorize the institution of a class action against us, further to an increase in March 2004 of our standard subscription fees for our internet services. The court will hear this motion to authorize on November 17 and 18, 2005. As the court has not yet authorized the institution of the class action nor described the class that would be bound by any judgement, it is impossible to assess the amount of the claim at this time.

        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 as of the date of this prospectus:

Name and Municipality of Residence	Age	Position
ROBERT DÉPATIE Rosemère, Québec	47	Director and President and Chief Executive Officer
SERGE GOUIN Montréal, Quebec	62	Director and Chairman of the Board
JEAN LA COUTURE, FCA(1) Montréal, Quebec	59	Director
A. MICHEL LAVIGNE, FCA(1) Brossard, Quebec	55	Director
JACQUES MALLETTE Longueuil, Québec	48	Director and Executive Vice President
PIERRE KARL PÉLADEAU Montréal, Quebec	43	Director
MANON BROUILLETTE Montréal, Quebec	37	Vice President, Marketing and New Product Development, Consumers Division
MARK D'SOUZA Beaconsfield, Quebec	45	Vice President and Treasurer
ANDRÉ GASCON Longueuil, Quebec	44	Vice President, Information Technologies
YVAN GINGRAS Montréal, Quebec	48	Executive Vice President, Finance and Operations and Chief Financial Officer
STÉPHANIE LACHANCE Mount-Royal, Quebec	33	Assistant Secretary
JEAN NOVAK Beaconsfield, Quebec	42	President, Business Division
DANIEL PROULX Montréal, Quebec	47	Senior Vice President, Engineering
J. SERGE SASSEVILLE Westmount, Quebec	47	Vice President, Legal Affairs and Secretary
LOUISE SAUVÉ Montréal, Quebec	45	Vice President, Control
CLAUDINE TREMBLAY Montréal, Quebec	52	Assistant Secretary
ÉDOUARD G. TRÉPANIER Boucherville, Quebec	54	Vice President, Regulatory Affairs
NORMAND VACHON Repentigny, Quebec	56	Vice President, Human Resources

(1)

Member of our Audit Committee.

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Robert Dépatie, Director and President and Chief Executive Officer. Mr. Dépatie has been a director of our company and 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.

Serge Gouin, Director and Chairman of the Board. Mr. Gouin has served as a director of our company and our Chairman of the Board since July 2001. In addition, Mr. Gouin serves as director and chairman of the Board of Quebecor Media and is a member of its executive committee. Mr. Gouin served as President and Chief Executive Officer of Quebecor Media from March 2004 until May 2005. He was an Advisory Director of Citigroup Global Markets Canada Inc. from January 1998 to March 2004. 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 each of Cossette Communication Group Inc., Cott Corporation, Onex Corporation, Sun Media Corporation and TVA Group Inc.

Jean La Couture, FCA, Director. Mr. La Couture has served as a director of our company and Chairman of our audit committee since October 2003, and he 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 management and mediation firm. He also acts as President for the Regroupement des assureurs de personnes à charte du Québec (RACQ). From 1972 to 1994, he was President and Chief Executive Officer of three organizations, including The Guarantee Company of North America, a Canadian specialty line insurance company from 1990 to 1994. Mr. La Couture also serves as director of several corporations, including Quebecor Inc., Quebecor Media, Sun Media Corporation and Groupe Pomerleau (a Quebec-based construction company). He is also Chairman of the Board of Innergex Power Trust, Capital Desbog inc., Americ Disc Inc. and Maestro (a real estate capital fund).

A. Michel Lavigne, FCA, Director. Mr. Lavigne serves as a director and member of the audit committee of our Company since June 30, 2005 and is also a director of Quebecor Media and a member of its audit and executive committees since June 30, 2005. Mr. Lavigne is also a director of the Caisse de dépôt et placement du Québec and Sun Media Corporation, as well as the Chairman of the Board of each of Primary Energy Recycling Corporation and Teraxion Inc. From 1986 until May 2005, he served as President and Chief Executive Officer of Raymond Chabot Grant Thornton in Montréal, Québec, Chairman of the Board of Grant Thornton Canada and was a member of the Board of Governors of Grant Thornton International. Mr. Lavigne is a Fellow Chartered Accountant of the Ordre des comptables agréés du Québec and a member of the Canadian Institute of Chartered Accountants. He received his certification in Administrative Sciences from the École des Hautes Études Commerciales (HEC) in Montréal, Québec in 1972. Mr. Lavigne is active in many charitable and cultural organisations.

Jacques Mallette, Director and Executive Vice President. Mr. Mallette has served as a director of our company and our Executive Vice President since April 2003 and he served as our Chief Financial Officer from April 2003 to January 2005. Mr. Mallette has also served as Executive Vice President and Chief Financial Officer of Quebecor Inc. and as Executive Vice President for Sun Media Corporation since 2003. Since October 1, 2005, Mr. Mallette has also served as Executive Vice President and Chief Financial Officer of Quebecor World Inc. Mr. Mallette was also the Executive Vice President and Chief Financial Officer of Quebecor Media from 2003 until September 30, 2005. He was also the Chief Financial Officer of Sun Media Corporation from 2003 to January 2005. 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. Mr. Mallette has been a member of the Canadian Institute of Chartered Accountants since 1982.

Pierre Karl Péladeau, Director. Mr. Péladeau has served as a director of our company since June 2001. In addition, Mr. Péladeau is President and Chief Executive Officer of Quebecor Inc. and was appointed to the position of President and Chief Executive Officer of Quebecor World in March 2004. Mr. Péladeau served as President and Chief Executive Officer of Quebecor Media from August 2000 to March 2004. Mr. Péladeau joined Quebecor's communications division in 1985 as Assistant to the President. From 1989 until 1991, Mr. Péladeau was

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Vice-President, Operations of Quebecor Group Inc., and he was appointed President in 1991. Since then, he has occupied various positions in the Quebecor group of companies. 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.

Manon Brouillette, Vice President, Marketing and New Product Development, Consumers Division. Ms. Brouillette has been our Vice President, Marketing since July 2004 and our Vice President, New Product Development since January 2005. Before joining our company, Ms. Brouillette was Vice President, Marketing and Communications of the San Francisco Group from April 2003 to February 2004. She was also responsible for the national and regional accounts of the Blitz division of Groupe Cossette Communication Marketing from April 2002 to April 2003. From September 1998 to April 2002, she worked at Publicité Martin inc. Ms. Brouillette holds a Bachelor's degree in communications with a minor in marketing from Laval University.

Mark D'Souza, Vice President and Treasurer. Mr. D'Souza has served as our Vice President and Treasurer since April 2002. Since October 1, 2005, Mr. D'Souza has also served as Vice President, Finance of Quebecor Media. He has also been Vice President and Treasurer of Quebecor Inc. and Quebecor Media since April 2002. 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 held various management positions relating to information technology with Larochelle Gratton Inc. and Société de Transport de Laval. Mr. Gascon holds a Master's degree in business administration (MBA) from Sherbrooke University.

Yvan Gingras, Executive Vice President, Finance and Operations and Chief Financial Officer. Mr. Gingras joined us in 2001 as Senior Vice President, Finance and Administration and was appointed our Executive Vice President, Finance and Operations in July 2003. In addition, he was appointed our Chief Financial Officer in January 2005. 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. Mr. Gingras also serves as Chairman of the Board of Directors of Société d'édition et de transcodage T.E. ltée (SETTE).

Stéphanie Lachance, Assistant Secretary. Ms. Lachance has served as our Assistant Secretary since December 2004. In addition, Ms. Lachance is currently Legal Counsel — Compliance, Corporate Secretariat of Quebecor Media Inc. She also serves as either Secretary or Assistant Secretary of various subsidiaries of Quebecor Media Inc. Before joining Quebecor Media in October 2004, Ms. Lachance was Manager Corporate Finance, Capital Markets at the Autorité des marchés financiers from March 2003 to October 2004. From January 2000 to March 2003, she served as Legal Counsel at the Toronto Stock Exchange. She has been a member of the Barreau du Québec since 1995.

Jean Novak, President, Business Division. Mr. Novak joined us in May 2004 as our Vice President, Sales and became our President, Business Division in January 2005. Between 1988 and May 2004, Mr. Novak held various management positions in sales and distribution for Molson Breweries, Canada's largest brewing company including

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General Manager for all on premise accounts and the Montréal sales region as well as Manager, Customer Service and Telesales in Quebec. Mr. Novak holds a bachelor's degree in marketing from the HEC Montréal.

Daniel Proulx, Senior 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.

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 Canoe Inc. Mr. Sasseville has served as a director of Groupe Archambault Inc. since December 2000 and as a director of Fonds Quebecor since 2001. He 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 Barreau du Québec since 1981.

Louise Sauvé, Vice President, Control. Ms. Sauvé joined us in June 2004 as Vice President, Control. Prior to joining us, she was Vice President, Finance and Operations of Croix Bleue du Québec from 1999 to 2004. She held various management positions at Croix Bleue du Québec from 1987 to 1998. Ms. Sauvé has been a member of the Canadian Institute of Chartered Accountants since 1982.

Claudine Tremblay, Assistant Secretary. Ms. Tremblay has served as our Assistant Secretary since November 2001. In addition, Ms. Tremblay is currently Senior Director, Corporate Secretariat of Quebecor Inc. and has been Assistant Secretary of Quebecor Media since its inception. Since August 1987, Ms. Tremblay has been Assistant Secretary of Quebecor Inc. She also serves as either Secretary or Assistant Secretary of various subsidiaries of Quebecor Inc. Ms. Tremblay was Assistant Secretary and Administrative Assistant at the National Bank of Canada from 1979 to 1987. She has also been a member of the Chambre des Notaires du Québec since 1977.

Edouard G. Trépanier, Vice President, Regulatory Affairs. Mr. Trépanier has served as our Vice President, Regulatory Affairs since March 2002. Mr. Trépanier also serves as Vice President, Regulatory Affairs of Quebecor Media. Mr. Trépanier was our Director, Regulatory Affairs from 1994 to 2001. Mr. Trépanier also serves as a director of the Quebecor Fund since December 1999, of the television station CFTU-TV (Canal Savoir) since October 1999 and Canada's Public Affairs Channel since February 2003. Prior to joining us in 1994, he held several positions at the CRTC, including Interim General Director, Pay-television and Speciality Services and Director of Operations. 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.

Normand Vachon, Vice President, Human Resources. Mr. Vachon joined us in December 2004 as Vice President, Human Resources. Prior to joining us, Mr. Vachon acted as senior executive officer and organizational development consultant for many private organizations in the Province of Québec between 2001 and 2004 and has held the position of Vice President, Corporate and Vice President, Human Resources and Organizational Development at Nova Bus Corporation from 1995 to 2000. He was successively entrusted with the positions of Director of Operations at Alcan Smelters & Chemicals in Shawinigan, Manager of Alcan Wire and Cable's Saint-Augustin plant in the Quebec City region and General Manager of Alcan Extrusions' Laval plant from 1972 to 1994.

Board of Directors

        Our board of directors has six directors. Each director is selected by Quebecor Media, our sole shareholder, to serve until a successor director is elected or appointed. The audit committee of our board of directors is composed of Messrs. Jean La Couture and A. Michel Lavigne.

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Compensation of Directors and Executive Officers

        Our directors do not receive any remuneration in their capacity as directors of Vidéotron. The members of our audit committee do, however, receive attendance fees of $1,500 per meeting and Mr. La Couture receives an annual fee of $3,500 to act as Chairman of the audit committee. Mr. Dépatie, who is an employee of Vidéotron, is not entitled to receive any additional compensation for serving as our director. 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. We paid $33,500 aggregate amount of cash compensation to the members of our audit committee as a group in annual fees and attendance fees for the year ended December 31, 2004.

        The aggregate amount of compensation we paid for the year ended December 31, 2004 to our executive officers as a group, excluding those who are also executive officers of, and compensated by, Quebecor Media, was $2.3 million, including salaries, bonuses and profit-sharing payments.

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 and human resources 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 board of directors of Quebecor Media (if the common shares of Quebecor Media are not listed at the time of the grant) or the trading 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. Unless authorized by the compensation and human resources 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 and human resources committee decides otherwise, options vest over several years in accordance with one of the following vesting schedules as determined by the compensation and human resources 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 33¹/3% vesting on the third anniversary of the date of the grant.

        Options not exercised prior to their expiration will be forfeited and may be re-issued pursuant to this stock option plan. At December 31, 2007, if the shares of Quebecor Media have not been so listed on a stock exchange, optionees may exercise their right, between January 1 and January 31 of each following year, to receive the difference in cash between the fair market value, as determined by Quebecor Media's Board of Directors, and the exercise price of their vested options.

        Following the reverse stock split in December 2003, the maximum number of common shares of Quebecor Media that may be issued under this stock option plan is 6,185,714 common shares (representing 5% of all of the outstanding shares of Quebecor Media), 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, 2004, our executive officers were granted options to purchase an aggregate of 42,521 common shares of Quebecor Media at a price determined by the compensation and human resources 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.

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        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 without 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 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 up to a maximum of $5,000 in 2005.

        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
$100,000 or more	$	20,000	$	30,000	$	40,000	$	50,000	$	60,000

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. As of December 31, 2004, three of our senior executive officers were participants under Quebecor's supplemental retirement benefit plan, and two of our senior executive officers were participants under our supplemental retirement benefit plan.

        The benefits payable to the 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 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, 2004, our senior executive officers participating in Quebecor's supplemental retirement benefit plan each had credited service of less than three years.

        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 survivor pension to the eligible surviving spouse representing 60.0% of the retiree's pension.

        As of December 31, 2004, one of our senior executive officers had a credited service of 3.3644 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
$   200,000	$	20,000	$	30,000	$	40,000	$	50,000	$	60,000
300,000		40,000		60,000		80,000		100,000		120,000
400,000		60,000		90,000		120,000		150,000		180,000
500,000		80,000		120,000		160,000		200,000		240,000
600,000		100,000		150,000		200,000		250,000		300,000
800,000		140,000		210,000		280,000		350,000		420,000
1,000,000		180,000		270,000		360,000		450,000		540,000

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, 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.

        Quebecor Media is 54.7% owned by Quebecor Inc., a communications holding company, and 45.3% owned by Capital d'Amérique CDPQ inc. Quebecor Inc.'s primary assets are its interests in Quebecor Media and Quebecor World Inc., one of the world's largest commercial printers. Capital d'Amérique CDPQ inc. is a wholly owned subsidiary of Caisse de dépôt et placement du Québec, Canada's largest pension fund with approximately $175 billion in assets under management.

        Quebecor Media is neither an obligor nor a guarantor of our obligations under the old notes or the Notes offered by this prospectus.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        The following describes some transactions in which we and our directors, executive officers and affiliates are involved, as well as a transaction between Quebecor World Inc. and Videotron Telecom, which is described under "— Quebecor World Outsourcing of Information Technology," to which we will become a party only upon effectiveness of the merger of Videotron Telecom with us, which we currently expect to occur on January 1, 2006. 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 54% 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 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.

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        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 six months ended June 30, 2005, we paid a fee of $3.1 million to Archambault under the affiliation agreement and received a fee of $0.5 million from Archambault under the services agreement. For the year ended December 31, 2004, we paid a fee of $3.7 million to Archambault under the affiliation agreement and received a fee of $0.5 million from Archambault under the services agreement. For the year ended December 31, 2003, we paid a fee of $0.9 million to Archambault under the affiliation agreement, and we received a fee of $0.1 million from Archambault under the services agreement.

Services Agreements with Videotron Telecom

        We have entered into several contracts with Videotron Telecom for the provision or exchange of telecommunications services, which are described below. Furthermore, we expect that Videotron Telecom will merge with us on January 1, 2006. See "Summary — Reorganization." In anticipation of that transaction, in April 2005, we entered into a management services agreement with Videotron Telecom under which we agreed to manage Videotron Telecom's assets and operations from April 1, 2005 until December 31, 2005. Management fees payable by Videotron Telecom under the management services agreement are expected to be $0.9 million for the period from April 1, 2005 to December 31, 2005.

Telecommunications Services Agreements

        In September 1999, we entered into a fifteen-year agreement pursuant to which Videotron Telecom provides us with inter-city connections for the transmission of both one-way and two-way video and telephony signals. Under the agreement, Videotron Telecom 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 Videotron Telecom 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 Videotron Telecom provides maintenance services on our fiber optic strands that are located within Videotron Telecom's fiber optic cables, and we provide the same services on Videotron Telecom'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. Videotron Telecom, provides us with access to services relating to the provision of Internet access to our customers. Access fees paid to Vidéotron Télécom were $3.4 million for the six months ended June 30, 2005, $6.1 million for the year ended December 31, 2004 and $12.2 million for the year ended December 31, 2003.

Call Center and Customer Support Agreement

        On May 3, 2002, we entered into a service agreement with Joncas Télexperts (or Télexperts), a division of Joncas Postexperts Inc. and an indirect subsidiary of Quebecor World Inc. In April 2005, Télexperts Quebecor Inc, a subsidiary of Quebecor Media, acquired Télexperts. Under this service agreement, Télexperts has agreed to provide us with certain administrative services, including the planning, set-up, operation and management of a new

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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 terminated on December 31, 2004 and has been automatically renewed for an additional one-year period. The total amount we paid to Télexperts under this agreement in 2003 was approximately $9.1 million. For the year ended December 31, 2004, we paid $5.7 million and for the six months ended June 30, 2005 we paid $4.7 million to Télexperts under this agreement.

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,
	2003	2004
	(dollars in millions)
Revenues	2.5	1.9
Accounts receivable	0.1	—
Purchases	60.6	55.8
Accounts payable	18.4	51.7
Fixed assets	1.6	—

        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 $2.5 million for the year ended December 31, 2002, $6.0 million for the year ended December 31, 2003 and $6.5 million for the year ended December 31, 2004. Management fees payable to Quebecor Media will be agreed upon for the years 2005 and 2006. Management fees payable to Quebecor Media amounted to $5.3 million for the six months ended June 30, 2005 and are expected to amount to $10.5 million for the year ended December 31, 2005.

Income Tax Transactions

        During the year ended December 31, 2003, we obtained from Quebecor World income tax deductions of $9.7 million, of which $9.6 million was recorded as income taxes receivable and $0.1 million as future income tax assets. The consideration payable to Quebecor World for these income tax deductions was $6.3 million as at December 31, 2004. This transaction allowed us to realize a gain of $3.4 million, which was credited to contributed surplus. During the year ended December 31, 2004, an adjustment was made to this transaction and approximately $0.1 million was debited from contributed surplus.

        During the year ended December 31, 2004, we acquired from Quebecor Media income tax assets of $62.0 million, of which $55.5 million was recorded as future income tax assets and $6.5 million as income taxes receivable. The consideration paid to Quebecor Media for these income tax assets was $35.2 million.

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QMI Subordinated Loan

        See "Description of Certain Indebtedness — QMI Subordinated Loan."

Quebecor World Outsourcing of Information Technology

        Although neither we nor any of our directors, executive officers or affiliates is currently a party to the transaction between Quebecor World Inc. and Videotron Telecom described below, we will become a party to this transaction upon the merger of Videotron Telecom with us, which we currently expect to occur on January 1, 2006.

        Quebecor World Inc. has retained Videotron Telecom to outsource all of Quebecor World's corporate information technology services. This transaction took effect as of July 2004 and provides for:

•

the purchase by Videotron Telecom of the information technology infrastructure equipment of Quebecor World;



•

the provision of consulting services by certain Quebecor World Inc. personnel to Videotron Telecom for corporate information technology services; and



•

the provision of information technology managed services by Videotron Telecom to Quebecor World Inc. in North America.

        Under the seven-year information technology managed services agreement, Videotron Telecom will provide infrastructure services in support of hosting server-based applications in the Videotron Telecom data centers and services related to computer operations, production control, technical support, network support, regional support, desktop support for certain sites, help-desk and corporate assistance, firewall and security support, business continuity and disaster recovery and voice and video support. The monthly revenues for such services are approximately $1.5 million for an annual total of approximately $18.1 million. The agreement will expire on June 30, 2011.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

Credit Facilities

General

        Our credit agreement, as amended to the date of this prospectus, provides for a $450.0 million revolving credit facility that matures in November 2009. The proceeds of the revolving credit facility can be used for general corporate purposes including, without limitation, to pay dividends to Quebecor Media subject to certain conditions.

        On November 19, 2004, we fully repaid the outstanding balances under, and terminated, our former Term C loan of our credit facilities and increased our revolving credit facility from $100.0 million to $450.0 million. See "Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Servicing and Repayment of our Debt."

        The following is a summary of the general terms and conditions of our current revolving credit facility, as amended and is qualified in its entirety by reference to the documentation entered into in connection with our credit facility. A copy of the credit agreement, as amended, and the other documents signed in connection with our amended credit agreement, have been filed as exhibits to the registration statement that includes this prospectus.

Interest Rate, Fees and Payments

        Advances under our revolving credit facility 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 Leverage Ratio (as defined in our credit agreement) of the VL Group (as defined in our credit agreement).

        The applicable margin for Canadian prime rate advances ranges from 0% when this ratio is less than 3.0x but greater than or equal to 2.0x, to 0.50% when this ratio is greater than or equal to 4.0x. The applicable margin for LIBOR advances and bankers' acceptance advances ranges from 0.625% when this ratio is less than 2.0x, to 1.50% when this ratio is greater than 4.0x. We have agreed to pay a facility fee based on the aggregate amount available to borrow under our revolving credit facility ranging from 0.375% when the Leverage Ratio is less than 2.0x, to 0.50% when this ratio is greater than 4.0x.

Principal Repayments and Prepayment

        Our revolving credit facility will be repayable in full in November 2009. Subject to certain exceptions and the exemption of the first $50.0 million received, we are required to apply 100% of the net cash proceeds of asset sales or transfers to repay borrowings under our revolving credit facility, unless we reinvest these proceeds within specified periods and for specific purposes. Subject to the exemption of the first $50.0 million received, we are also required to apply proceeds from insurance settlements received in excess of $50.0 million in the aggregate to repay borrowings under our revolving credit facility.

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 VL 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 VL 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 VL Group to comply with various financial covenants.

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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.

6⁷/8% Senior Notes due January 15, 2014

        On October 8, 2003, we issued US$335.0 million in aggregate principal amount of 6⁷/8% Senior Notes due January 15, 2014, and on November 19, 2004, we issued an additional US$315.0 million in aggregate principal amount of the 6⁷/8% Senior Notes. These notes are unsecured and are due January 15, 2014. Interest is payable semi-annually in arrears on January 15 and July 15 of each year. They are redeemable, at our option, under certain circumstances and at the redemption prices set forth in an indenture dated October 8, 2003. This indenture contains customary restrictive covenants with respect to us and certain of our subsidiaries and customary events of default. If an event of default occurs and is continuing, other than our bankruptcy or insolvency, the trustee or the holders of at least 25% in principal amount at maturity of the then outstanding 6⁷/8% Senior Notes may declare all of such notes to be due and payable immediately.

QMI Subordinated Loan

        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. Interest on this subordinated loan throughout its term is payable in cash at our option. Under the terms of the indenture governing the old notes and 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 old notes and 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.

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THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

        On September 16, 2005, 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., Scotia Capital (USA) Inc., Harris Nesbitt Corp., RBC Capital Markets Corporation, TD Securities (USA) LLC, CIBC World Markets Corp., Credit Suisse First Boston LLC, NBF Securities (USA) Corp., HSBC Securities (USA) Inc., and Desjardins Securities International Inc. as initial purchasers. The initial purchasers then resold the old notes pursuant to an offering memorandum dated September 9, 2005, in reliance upon Rule 144A and Regulation S under the Securities Act. On September 16, 2005, 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 this section titled "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 Notes no later than October 31, 2005;



•

use our best efforts to cause the exchange offer registration statement to be declared effective under the Securities Act no later than January 16, 2006; 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 interpretations of law by the staff of the SEC do not permit us to effect the exchange offer;



•

the exchange offer is not consummated by March 15, 2006;



•

we receive a request prior to the 20^th 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 20^th day following the consummation of the registered exchange offer from any holder of an old note who is prohibited by applicable law or SEC policy from participating in the exchange offer or who may not resell the 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 promptly as practicable, file a shelf registration statement covering resales of the old notes or the 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 September 16, 2007 and the date on which all of the old notes or the 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 Notes.

        A holder selling old notes or 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).

        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 October 31, 2005, the exchange offer registration statement has not been filed with the SEC;



•

on or prior to January 16, 2006, the exchange offer registration statement has not been declared effective;

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•

on or prior to March 15, 2006, 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 45^th 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 120^th 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 Notes in accordance with and during the periods specified in the registration rights agreement.

        Special interest will accrue on the principal amount of the old notes and the Notes (in addition to the stated interest on the old notes and the Notes) from and including the date on which any of the registration defaults described above shall have occurred up 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 Notes that are freely tradeable and not subject to restrictions on transfer. You should read the discussion under "— Resale of the Notes" for more information regarding your ability to transfer the 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$175,000,000 aggregate principal amount of the 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        , 2005, 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$175,000,000 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."

        The exchange agent will act as agent for the tendering holders for the purpose of receiving the 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.

        The Notes will evidence the same continuing indebtedness as that evidenced by the old notes and the exchange will occur without novation.

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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 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 many 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 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        , 2005, 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 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.

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        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 under DTC's Automated Tender Offer Program, or ATOP; 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 tendering 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.

        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

89

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 ATOP 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 ATOP procedures for transfer.

        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;

90

•

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 receives 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 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 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 Notes;

91

•

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



•

if you are a broker-dealer that will receive 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 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 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 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 Notes to the exchange agent as promptly as practicable after acceptance of the old notes. See "— Terms of the Exchange Offer."

        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 name of 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

92

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, National Association 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 Registered and Certified Mail:	By Overnight Courier or Regular Mail:	By Hand Delivery:
Wells Fargo Bank, National Association Corporate Trust Operations MAC N9303-121 P.O. Box 1517 Minneapolis, MN 55480 Attention: Reorg.	Wells Fargo Bank, National Association Corporate Trust Operations MAC N9303-121 6th & Marquette Avenue Minneapolis, MN 55479 Attention: Reorg.	Wells Fargo Bank, National Association Corporate Trust Operations 608 2nd Avenue South Northstar East Building — 12th Floor Minneapolis, MN 55402 Attention: Reorg.
or
Facsimile: (612) 667-4927 Telephone: (612) 667-9764

        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 employees of us and our affiliates.

        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 and expenses 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 Notes in the name of, or deliver Notes to, a person other than the registered tendering holder of the old notes;

93

•

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 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 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 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 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.

Resale of the 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 Notes may offer the Notes for resale or resell or otherwise transfer the 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 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 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 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.

94

        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 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 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 Notes.

        In addition, each broker-dealer that receives 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 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 delivery requirements to use this prospectus in connection with the resale of the 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 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.

        The 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 Notes, and accordingly, the Notes will remain subject to restrictions on resale in Canada.

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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 Notes, under an indenture dated as of September 16, 2005 among Vidéotron, the Subsidiary Guarantors and Wells Fargo Bank, National Association, 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 of 1939. The terms of the Notes will be substantially identical to the terms of the old notes. However, the Notes will not be subject to transfer restrictions or registration rights unless held by certain broker-dealers, Videotron's affiliates or certain other persons.

        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.

Principal, Maturity and Interest

        We are offering to exchange, upon the terms and subject to the conditions of this prospectus and the accompanying letter of transmittal, the Notes for all of the outstanding old notes. In addition, 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 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 will issue the 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 December 15, 2015.

        Interest on the Notes will accrue at the rate of 6.375% per annum and will be payable semi-annually in arrears on December 15 and June 15, commencing on December 15, 2005. Each of the Notes will bear interest from the most recent date through which interest has been paid on the old notes for which they were exchanged, or if no interest has been paid, from September 16, 2005, which was the date of original issuance of the old notes. If we accept your old notes for exchange, you will waive the right to have interest accrue, or to receive any payment in respect to interest, on the old notes from the most recent interest payment date to the date of issuance of the Notes. Vidéotron will make each interest payment to the holders of record on the December 1^st and June 1^st immediately preceeding each interest payment date.

        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 — Purpose and Effect of the Exchange Offer" for a more detailed description of the circumstances under which the interest rate will increase.

Ranking

        The 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;

96

•

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 will contain 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 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.

        As of June 30, 2005, after giving effect to (i) the redemption of the CF Cable notes for an aggregate amount of $99.6 million (as of which time CF Cable became a guarantor of our 6⁷/8% Senior Notes due January 15, 2014), the payment of a dividend of $100.0 million to Quebecor Media and the drawdown of $106.0 million on our credit facilities (all of which occurred in July 2005), and (ii) the completion of the offering of the old notes and the application of the proceeds therefrom as described under "Use of Proceeds" (all based on the noon buying rate on June 30, 2005) but excluding the QMI Subordinated Loan, we would have had $1,024.6 million of long-term debt, none of which would have been secured. As of June 30, 2005, the total indebtedness of Vidéotron's subsidiaries that do not guarantee the Notes, excluding inter-company liabilities and those of CF Cable, was $1.1 million.

        As of the Issue Date, all of our subsidiaries were "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. Initially, all of

97

Vidéotron's Subsidiaries will be Subsidiary Guarantors, except for Société d'Édition et de Transcodage T.E. Ltée and its 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.

Paying Agent and Registrar for the Notes

        The trustee has been appointed to 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.

        The registered holder of a Note will be treated as the owner of it for all purposes.

Optional Redemption

        At any time prior to December 15, 2008, Vidéotron may on any one or more occasions redeem up to 35% of the aggregate principal amount of the old notes and the Notes issued under the indenture at a redemption price of 106.375% of the principal amount of the old notes and 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 old notes and Notes issued under the indenture remain outstanding immediately after the occurrence of such redemption, excluding any old notes or 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 December 15, 2010. 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

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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 December 15 of the years indicated below:

Year	Percentage
2010	103.188%
2011	102.125%
2012	101.063%
2013 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 old notes and 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 old notes and the Notes outstanding is greater than US$20.0 million, any holder of the old notes and the Notes may, to the extent that it does not adversely affect Vidéotron's after-tax position, at its option, waive Vidéotron's compliance with the covenant described under the caption "— Payment of Additional Amounts" with respect to such holder's old notes or Notes, provided, further, that if any holder waives this compliance, Vidéotron may not redeem that holder's old notes or Notes pursuant to this paragraph.

        Prior to any redemption of the old notes or 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 old notes and 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

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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.

        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;

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(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 newly issued 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.

        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;

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(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 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.

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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.

        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 2003 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 2003 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 October 8, 2003, 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 October 1, 2003 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, less 1.5 times Vidéotron's Consolidated Interest Expense from October 1, 2003 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

104

(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 October 8, 2003 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 October 8, 2003 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 October 8, 2003; 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;

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(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 since October 8, 2003; 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 2003 QMI Subordinated Loan, in an aggregate amount not to exceed Cdn$200.0 million since October 8, 2003.

        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 below 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.

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.

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        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 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 October 8, 2003 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 old notes issued on the Issue Date and the Notes issued in exchange for such old notes and in exchange for any Additional Notes, and (b) the Subsidiary Guarantors of Indebtedness represented by the subsidiary guarantees relating to the old notes issued on the Issue Date and the Subsidiary Guarantees issued in exchange for such subsidiary guarantees relating to the old notes 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;



(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);

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(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 October 8, 2003 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 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.

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        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



(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 on October 8, 2003 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 October 8, 2003 and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided, however, that such amendments, modifications, restatements, renewals,

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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 October 8, 2003;

(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;



(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

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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 old notes, 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."

        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 relating to the old notes, 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.

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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."

        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

112

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 October 8, 2003 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 Vidéotron or its Restricted Subsidiaries, as the case may be, in any material respect than the original agreement as in effect on October 8, 2003;



(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, 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 form of the Subsidiary Guarantee is 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

        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 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.

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        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;



(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

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(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 and any old notes that have not been exchanged for 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 and any old notes that have not been exchanged for Notes may declare all the old notes and 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 old notes and 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 a majority in aggregate principal amount of old notes and Notes then outstanding by notice to the trustee may on behalf of the holders of all of the old notes and 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 old notes, 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 old note and Note affected by such modification or amendment. The holders of a majority in principal amount of the then outstanding old notes and 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 old notes and 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



(5)

during such 60-day period, the holders of a majority in aggregate principal amount of the outstanding old notes and 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 December 15, 2010, 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 December 15, 2010, 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.

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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 described under the caption "— Events of Default and Remedies" will no longer constitute an Event of Default with respect to the Notes.

        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 Addtional 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;

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(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;



(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, the old notes or the Notes with the consent of the holders of at least a majority in principal amount of the old notes and the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the old notes and 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 old notes and 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 old note or Note affected by such modification or amendment) or compliance with any provision of the indenture, the old notes or the Notes may be waived with the consent of the holders of at least a majority in principal amount of the then outstanding old notes and Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, old notes and Notes).

        Without the consent of each holder affected, an amendment or waiver may not (with respect to any old notes or Notes held by a non-consenting holder):

(1)

reduce the principal amount of old notes and Notes whose holders must consent to an amendment, supplement or waiver;

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(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 old notes and Notes by the holders of at least a majority in aggregate principal amount of the old notes and 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;



(8)

except as otherwise permitted under the "— Covenants — Merger, Consolidation or 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 old notes or Notes, Vidéotron and the trustee may amend or supplement the indenture, the old notes 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

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(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 of 1939.

Satisfaction and Discharge

        The indenture will be discharged and will cease to be of further effect as to all old notes and Notes issued thereunder, when:

(1)

either:



(a)

all old notes and Notes that have been authenticated, except lost, stolen or destroyed old notes and Notes that have been replaced or paid and old notes 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 old notes and 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 old notes and 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 old notes and 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

120

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.

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 old notes are, 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 Quebec and its assets are located principally in Quebec. Vidéotron has been informed by its Canadian counsel, Ogilvy Renault LLP, that the laws of Quebec permit an action to be brought in a court of competent jurisdiction in Quebec (a "Quebec 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 Quebec 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 Quebec; (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 Quebec, whether or not a final judgment, is not pending before a Quebec 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 Quebec; (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 LLP is not aware of any reasons under the present laws of Quebec 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 Quebec.

        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

        The Notes will be initially issued in the form of one or more global securities registered in the name of DTC or its nominee.

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        Upon the issuance of a global security, DTC or its nominee will credit the accounts of Persons holding through it with the respective principal amounts of the Notes represented by such global security for which old notes were exchanged by such Persons in the exchange offer. Ownership of beneficial interests in a global security will be limited to Persons that have accounts with DTC ("participants") or Persons that may hold interests through participants, including through Clearstream Banking, S.A. and Euroclear Bank S.A./N.V., as operator of the Euroclear System. Ownership of beneficial interests in a global security will be shown on, and the transfer of that ownership interest will be effected only through, records maintained by DTC (with respect to participants' interests) and such participants (with respect to the owners of beneficial interests in such global security other than participants). The laws of some jurisdictions require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limits and such laws may impair the ability to transfer beneficial interests in a global security.

        Payment of principal of and interest on Notes represented by a global security will be made in immediately available funds to DTC or its nominee, as the case may be, as the sole registered owner and the sole holder of the Notes represented thereby for all purposes under the indenture. Under the terms of the indenture, Vidéotron and the trustee will treat the Persons in whose names securities representing the Notes, including the global securities, 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.

        Vidéotron has been advised by DTC that upon receipt of any payment of principal of or interest on any global security, DTC will immediately credit, on its book-entry registration and transfer system, the accounts of participants with payments in amounts proportionate to their respective beneficial interests in the principal or face amount of such global security as shown on the records of DTC. Payments by participants to owners of beneficial interests in a global security held through such participants will be governed by standing instructions and customary practices as is now the case with securities held for customer accounts registered in "street name" and will be the sole responsibility of such participants. A global security may not be transferred except as a whole by DTC or a nominee of DTC to a nominee of DTC or to DTC. A global security is exchangeable for certificated Notes only 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, subject to the rules of DTC, which require the consent of each participant; 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).

        Any global security that is exchangeable for certificated Notes pursuant to the preceding sentence will be exchanged for certificated Notes in authorized denominations and registered in such names as DTC or any successor depositary holding such global security may direct. Subject to the foregoing, a global security is not exchangeable, except for a global security of like denomination to be registered in the name of DTC or any successor depositary or its nominee. In the event that a global security becomes exchangeable for certificated Notes,

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(1)

certificated Notes will be issued only in fully registered form in denominations of $1,000 or integral multiples thereof,



(2)

payment of principal of, and premium, if any, and interest on, the certificated Notes will be payable, and the transfer of the certificated Notes will be registrable, at the office or agency of Vidéotron maintained for such purposes, and



(3)

no service charge will be made for any registration of transfer or exchange of the certificated Notes, although Vidéotron may require payment of a sum sufficient to cover any tax or governmental charge imposed in connection therewith.

        So long as DTC or any successor depositary for a global security, or any nominee, is the registered owner of such global security, DTC or such successor depositary or nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such global security for all purposes under the indenture and the Notes. Except as set forth above, owners of beneficial interests in a global security will not be entitled to have the Notes represented by such global security registered in their names, will not receive or be entitled to receive physical delivery of certificated Notes in definitive form and will not be considered to be the owners or holders of any Notes under such global security. Accordingly, each Person owning a beneficial interest in a global security must rely on the procedures of DTC or any successor depositary, and, if such Person is not a participant, on the procedures of the participant through which such Person owns its interest, to exercise any rights of a holder under the indenture. Vidéotron understands that under existing industry practices, in the event that Vidéotron requests any action of holders or that an owner of a beneficial interest in a global security desires to give or take any action which a holder is entitled to give or take under the indenture, DTC or any successor depositary would authorize the participants holding the relevant beneficial interest to give or take such action and such participants would authorize beneficial owners owning through such participants to give or take such action or would otherwise act upon the instructions of beneficial owners owning through them.

        DTC has advised Vidéotron that DTC is a limited-purpose trust company organized under the Banking Law of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency"' registered under the Exchange Act. DTC was created to hold the securities of its participants and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC's participants include securities brokers and dealers (which may include the initial purchasers of the old notes), banks, trust companies, clearing corporations and certain other organizations some of whom (or their representatives) own DTC. Access to DTC's book-entry system is also available to others, such as banks, brokers, dealers and trust companies, that clear through or maintain a custodial relationship with a participant, either directly or indirectly.

        Although DTC has agreed to the foregoing procedures in order to facilitate transfers of interests in global securities among participants of DTC, it is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of Vidéotron, the trustee, the initial purchasers of the old notes or the exchange agent will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Consent to Jurisdiction and Service

        Pursuant to the indenture, Vidéotron has irrevocably appointed CT Corporation System as its agent for service of process in any suit, action, or proceeding with respect to the indenture, the old notes 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.

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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.

        "2003 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.

        "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



(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;

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(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;



(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

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(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 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.

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        "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 after October 8, 2003 by Vidéotron:

(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 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

127

(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 2003 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



(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

128

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 2003 QMI Subordinated Loan to the extent such interest is not paid in cash, will 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;



(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.

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        "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 dated November 19, 2004.

        "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.

        "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 2003 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.

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        "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, (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.

        "Existing Indebtedness" means Indebtedness of Vidéotron and its Restricted Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on October 8, 2003, 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,

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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 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 market

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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 September 16, 2005.

        "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 old notes or 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.

        "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.

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        "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, indemnities 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 October 8, 2003; 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 October 8, 2003 not to exceed US$50.0 million.

        "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;

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(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 October 8, 2003;



(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;



(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;

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(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 voluntary or involuntary liquidation or dissolution of such Person, over shares of any other class of Capital Stock issued by such Person.

        "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.

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        "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 was in effect on October 8, 2003.

        "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 October 8, 2003 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 and its 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 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

137

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.

138

CERTAIN TAX CONSIDERATIONS

Certain U.S. Federal Income Tax Considerations

        The following is a summary of certain U.S. federal income tax consequences applicable to an investment in the Notes by a "U.S. Holder" who acquires the Notes pursuant to this offering. 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 the 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, any state of the United States or the District of Columbia;



•

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 and financial institutions;



•

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 who or that are, or may become, subject to the expatriation 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.

        Except as used in "— Exchange of Old Notes into Notes" below, when "Note" and "Notes" are used in this summary, they also refer to "registered Notes" and "registered Notes."

You should consult your own tax advisor regarding the federal, state, local and foreign tax consequences of the purchase, ownership and disposition of the Notes.

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

139

on the Notes will constitute income from sources outside the United States and, for taxable years beginning before January 1, 2007, generally will be "passive income", and for taxable years beginning after December 31, 2006, generally will be "passive category 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, U.S. Holders will have the right to require us to purchase their Notes. The right of U.S. Holders to require redemption of the Notes upon the occurrence of a Change of Control will not affect the yield to maturity of 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 not treat this possibility as affecting the yield to maturity of the Notes.

        In certain circumstances, we may redeem or repurchase a portion of the Notes. For U.S. federal income tax purposes, 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.

Exchange of Old Notes into Notes

        The exchange of an old note for a Note by a holder pursuant to the 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 registered Note pursuant to the exchange offer and a U.S. Holder will be required to continue to include interest on the registered Note in gross income in the manner and to the extent described herein. A U.S. Holder's holding period for a registered Note will include the holding period for the original old note exchanged pursuant to the Registered Exchange Offer, and such U.S. Holder's basis in the registered Note immediately after the exchange will be the same as such U.S. Holder's basis in such original old note immediately before the exchange.

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;

140

•

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

        The following is a summary of the principal Canadian federal income tax considerations generally applicable to a holder who, at all times for purposes of the Income Tax Act (Canada), deals at arm's length with and is not affiliated with Videotron, holds the Notes as capital property, and is not an insurer who carries on an insurance business in Canada or an authorized foreign bank who carries on a bank business in Canada and who, at all times for the purposes of the Canada-United States Income Tax Convention (1980), as amended, (the "Convention") and the Income Tax Act (Canada), is not and is not deemed to be a resident of Canada 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, to whom we refer as a Non-Resident Holder.

        This summary is based on the current provisions of the Income Tax Act (Canada) and the regulations thereunder, all specific proposals to amend the Income Tax Act (Canada) and the regulations announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof, the published administrative practices of the Canada Revenue Agency and the current provisions of the Convention. This summary does not otherwise take into account or anticipate any changes in law, whether by judicial, governmental or legislative decision or action, nor does it take into account provincial, territorial or foreign income tax considerations which may differ from the Canadian federal income tax considerations described herein.

This summary is not exhaustive of all Canadian federal income tax considerations that may be relevant to a particular Non-Resident Holder. This summary is not intended to be, and should not be interpreted as, legal or tax advice to any particular Non-Resident Holder, and no representation with respect to the income tax consequences to any particular Non-Resident Holder is made. Accordingly, prospective holders of the Notes should consult their own tax advisors with respect to their individual circumstances.

Interest

        A Non-Resident Holder will not be subject to tax (including withholding tax) under the Income Tax Act (Canada) 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 Income Tax Act (Canada).

Exchange of Old Notes into Notes

        The exchange of old notes for Notes by a Non-Resident Holder under the exchange offer will not constitute a taxable transaction for the purposes of the Income Tax Act (Canada).

141

PLAN OF DISTRIBUTION

        Each broker-dealer that receives 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 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 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 December             , 2005, all dealers effecting transactions in the Notes may be required to deliver a prospectus.

        We will not receive any proceeds from any sale of Notes by broker-dealers. 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 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 Notes. Any broker-dealer that resells 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 Notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit of any of these resales of 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 180^th 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

        The validity of the Notes offered by this prospectus, their enforceability under the laws of the State of New York and certain legal matters in connection with the exchange offer will be passed upon for us by Ogilvy Renault LLP, Montréal, Canada. Arnold & Porter LLP, New York, New York, will pass upon certain matters of United States tax law.

INDEPENDENT AUDITORS

        Our consolidated balance sheets as at December 31, 2003 and 2004 and our consolidated statements of operations, shareholder's equity and cash flows for the three years ended December 31, 2004 are included in this prospectus and have been audited by KPMG LLP, independent accountants, as indicated in their report appearing in this prospectus. In addition, the balance sheets as at December 31, 2003 and 2004 of Videotron Telecom Ltd. and the statements of operations, deficit and cash flows for the years ended December 31, 2003 and 2004 are included in this prospectus and have been audited by KPMG LLP, independent accountants, as indicated in their report appearing in this prospectus.

142

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 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 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 100 F Street, NE, 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             , 2005.

143

INDEX TO FINANCIAL STATEMENTS

	Page
Vidéotron Ltée
Annual Financial Information as at and for the years ended December 31, 2002, 2003 and 2004
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Statements of Operations for the years ended December 31, 2002, 2003 and 2004	F-3
Consolidated Statements of Shareholder's Equity for the years ended December 31, 2002, 2003 and 2004	F-4
Consolidated Balance Sheets as at December 31, 2003 and 2004	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2002, 2003 and 2004	F-6
Notes to Consolidated Financial Statements for the years ended December 31, 2002, 2003 and 2004	F-8
Interim financial Information as at June 30, 2005 and for the six months ended June 30, 2004 and 2005
Consolidated Statements of Operations for the six months ended June 30, 2004 and 2005 (unaudited)	F-39
Consolidated Statements of Shareholder's Equity for the six months ended June 30, 2004 and 2005 (unaudited)	F-40
Consolidated Balance Sheets as at December 31, 2004 and June 30, 2005 (unaudited)	F-41
Consolidated Statements of Cash Flows for the six months ended June 30, 2004 and 2005 (unaudited)	F-42
Notes to Consolidated Financial Statements for the six months ended June 30, 2004 and 2005 (unaudited)	F-43
Videotron Telecom Ltd.
Annual Financial Information as at and for the years ended December 31, 2003 and 2004
Report of Independent Registered Public Accounting Firm	F-55
Statements of Operations and Deficit for the years ended December 31, 2003 and 2004	F-56
Balance Sheets as at December 31, 2003 and 2004	F-57
Statements of Cash Flows for the years ended December 31, 2003 and 2004	F-58
Notes to Financial Statements for the years ended December 31, 2003 and 2004	F-59
Interim Financial Information as at June 30, 2005 and for the six months ended June 30, 2004 and 2005
Statements of Operations and Deficit for the six months ended June 30, 2004 and 2005 (unaudited)	F-68
Balance Sheets as at December 31, 2004 and June 30, 2005 (unaudited)	F-69
Statements of Cash Flows for the six months ended June 30, 2004 and 2005 (unaudited)	F-70
Notes to Financial Statements for the six months ended June 30, 2004 and 2005 (unaudited)	F-71
Pro Forma Combined Financial Information
Pro Forma Combined Financial Information for the years ended December 31, 2002, 2003 and 2004 and as at and for the six months ended June 30, 2005 (unaudited)	F-74

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE BOARD OF DIRECTORS

        We have audited the accompanying consolidated balance sheets of Vidéotron Ltée and its subsidiaries as at December 31, 2003 and 2004 and the related consolidated statements of operations, shareholder's equity and cash flows for each of the years in the three-year period ended December 31, 2004. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Vidéotron Ltée and its subsidiaries as at December 31, 2003 and 2004 and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2004 in conformity with Canadian generally accepted accounting principles.

        Canadian generally accepted accounting principles vary in certain significant respects from accounting principles generally accepted in the United States of America. Information relating to the nature and effect of such differences is presented in Note 22 to the consolidated financial statements.

Montréal, Canada
January 28, 2005, except as to note 21(b) which is
dated as of September 9, 2005 /s/ KPMG LLP
Chartered Accountants

F-2

VIDÉOTRON LTÉE

CONSOLIDATED STATEMENTS OF OPERATIONS

Years ended December 31, 2002, 2003 and 2004
(in thousands of Canadian dollars)

		2002			2003			2004
		(Restated — note 1 (b) (iv))
Operating revenues
	Cable television	$	579,200		$	558,887		$	576,825
	Internet		135,514			183,268			222,458
	Video stores		35,344			38,450			48,058
	Other		30,982			24,396			24,277
			781,040			805,001			871,618
Operating expenses
	Direct costs		259,686			245,967			250,442
	Operating, general and administrative expenses		285,816			283,784			279,999
			545,502			529,751			530,441
Operating income before the undernoted			235,538			275,250			341,177
Depreciation and amortization (note 4)			120,016			122,958			130,215
Financial expenses (note 5)			76,188			64,602			177,985
Dividend income from parent company			—			—			(111,055	)
Other items (note 6)			25,000			(2,500	)		—
Income before income taxes and non-controlling interest			14,334			90,190			144,032
Income taxes (note 7):
	Current		5,074			14,063			2,086
	Future		(2,411	)		12,767			(5,526	)
			2,663			26,830			(3,440	)
			11,671			63,360			147,472
Non-controlling interest in a subsidiary			188			49			100
Net income		$	11,483		$	63,311		$	147,372

See accompanying notes to consolidated financial statements.

F-3

VIDÉOTRON LTÉE

CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY

Years ended December 31, 2002, 2003 and 2004
(in thousands of Canadian dollars)

	Share capital		Contributed surplus			Deficit			Total shareholder's equity
Balance as at December 31, 2001 (note 1 (b) (iv))	$	1	$	84,357		$	(413,031	)	$	(328,673	)
Excess of the Series E preferred share retractable value over the stated capital (note 14)		—		—			(27,999	)		(27,999	)
Net income for the year		—		—			11,483			11,483
Balance as at December 31, 2002		1		84,357			(429,547	)		(345,189	)
Conversion of 2 Series E preferred shares into 820,000 common shares (note 14)		31,310		—			—			31,310
Excess of the Series E preferred share retractable value over the stated capital converted into Class A shares (note 14)		—		301,170			—			301,170
Excess of purchase price over the carrying value of assets transferred by the parent company		—		—			(2,000	)		(2,000	)
Issuance of common shares (note 14)		141,925		—			—			141,925
Excess of consideration issued to the parent company over the net book value of business acquired (note 14)		—		(26,699	)		(76,437	)		(103,136	)
Transfer of tax deductions from a company controlled by the ultimate parent company (note 7)		—		3,382			—			3,382
Net income for the year		—		—			63,311			63,311
Dividend		—		—			(19,956	)		(19,956	)
Balance as at December 31, 2003		173,236		362,210			(464,629	)		70,817
Transfer of tax deductions from a company controlled by the ultimate parent company (note 7)		—		(66	)		—			(66	)
Excess of the Series F preferred share retractable value over the stated capital (note 14)		—		—			(1,660	)		(1,660	)
Transfer of tax deductions from the parent company (note 2)		—		26,800			—			26,800
Net income for the year		—		—			147,372			147,372
Dividend		—		—			(205,233	)		(205,233	)
Balance as at December 31, 2004	$	173,236	$	388,944		$	(524,150	)	$	38,030

See accompanying notes to consolidated financial statements.

F-4

VIDÉOTRON LTÉE

CONSOLIDATED BALANCE SHEETS

As at December 31
(in thousands of Canadian dollars)

		2003			2004
Assets
Current assets:
	Cash and cash equivalents	$	28,329		$	36,230
	Marketable securities		23,130			21,250
	Accounts receivable (note 8)		69,088			90,488
	Amounts receivable from affiliated companies (note 19)		105			5
	Income taxes receivable		6,535			8,624
	Inventories (note 9)		23,198			30,151
	Prepaid expenses		6,938			5,399
	Future income taxes (note 7)		10,762			58,228
			168,085			250,375
Fixed assets (note 10)			899,002			884,003
Goodwill			433,215			438,426
Other assets (note 11)			19,927			34,498
Future income taxes (note 7)			5,376			23,559
		$	1,525,605		$	1,630,861
Liabilities and Shareholder's Equity
Current liabilities:
	Issued and outstanding cheques	$	3,051		$	3,903
	Accounts payable and accrued liabilities (note 12)		163,074			194,890
	Amounts payable to affiliated companies (note 19)		18,355			51,718
	Deferred revenue		89,315			105,410
	Income taxes payable		8,139			1,643
	Current portion of long-term debt (note 13)		50,000			—
			331,934			357,564
Deferred revenue			—			15,558
Forward exchange contract and interest rate swaps			15,272			57,249
Future tax liabilities (note 7)			118,202			122,846
Retractable preferred shares (note 14)			2,000			—
Long-term debt (note 13)			986,677			1,038,908
Non-controlling interest in subsidiaries			703			706
			1,454,788			1,592,831
Shareholder's equity:
	Common shares (note 14)		173,236			173,236
	Contributed surplus		362,210			388,944
	Deficit		(464,629	)		(524,150	)
			70,817			38,030
		$	1,525,605		$	1,630,861
Commitments and guarantees (note 17)
Contingencies (note 20)
Subsequent event (note 21)

See accompanying notes to consolidated financial statements.

F-5

VIDÉOTRON LTÉE

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years ended December 31, 2002, 2003 and 2004
(in thousands of Canadian dollars)

			2002			2003			2004
			(Restated — note 1 (b) (iv))
Cash flows from operating activities:
	Net income		$	11,483		$	63,311		$	147,372
	Adjustments for the following items:
		Depreciation and amortization (notes 1 (b) (iv), 4 and 5)		129,985			132,866			136,842
		Future income taxes		(2,411	)		12,767			(5,526	)
		Loss on disposal of fixed assets		7,566			18,447			13,174
		Non-controlling interest in a subsidiary		188			49			100
		Amortization of debt premium and discount		(973	)		(1,066	)		(1,106	)
		Net premium, write-off of financing costs and termination costs of swap agreement (note 5)		—			17,094			4,766
		(Gain) loss on foreign currency denominated long-term debt (note 5)		(2,211	)		(23,623	)		1,298
		Other		205			549			(8	)
	Cash flows from operations			143,832			220,394			296,912
	Net change in non-cash operating items:
		Accounts receivable		10,201			2,629			(21,400	)
		Current income taxes		126			10,928			(2,213	)
		Amounts receivable from and payable to affiliated companies		(9,007	)		(1,953	)		(1,405	)
		Inventories		10,604			(4,068	)		(5,900	)
		Prepaid expenses		1,857			(2,720	)		1,539
		Accounts payable and accrued liabilities		70,184			(40,516	)		26,872
		Promissory notes payable to a company under common control		(22,543	)		—			—
		Deferred revenue		(9,320	)		9,384			31,653
		Other assets		—			—			(15,383	)
				52,102			(26,316	)		13,763
	Cash flows from operating activities			195,934			194,078			310,675
Cash flows from investing activities:
	Acquisition of fixed assets			(93,041	)		(90,284	)		(123,030	)
	Acquisition of other assets			(1,050	)		(313	)		(1,991	)
	Proceeds on disposal of fixed assets and investments			4,103			3,825			1,446
	Acquisition of shares of parent company			—			—			(1,100,000	)
	Proceeds from disposal of shares of parent company			—			—			1,100,000
	Acquisition of marketable securities			—			(23,130	)		1,880
	Acquisition of Internet subscribers (note 2 (b))			—			(900	)		—
	Acquisition of video stores assets (note 2 (e))			—			—			(7,162	)
	Acquisition of non-controlling interest (note 2 (a))			(1,890	)		—			(10	)
	Cash flows used in investing activities			(91,878	)		(110,802	)		(128,867	)

F-6

VIDÉOTRON LTÉE

CONSOLIDATED STATEMENTS OF CASH FLOWS, Continued

Years ended December 31, 2002, 2003 and 2004
(in thousands of Canadian dollars)

		2002			2003			2004
		(Restated — note 1 (b) (iv))
Cash flows from financing activities:
	Repayment of long-term debt	$	(159,277	)	$	(1,033,345	)	$	(355,630	)
	Issuance of long-term debt		—			1,038,732			396,244
	Increase in intercompany loan from parent company		—			—			1,100,000
	Repayment of intercompany loan from parent company		—			—			(1,100,000	)
	Redemption of shares		—			—			(3,660	)
	Financing cost on long-term debt		—			(9,086	)		(6,401	)
	Recouponing fees and termination of swaps		—			(48,375	)		—
	Dividend to parent company		—			(19,956	)		(205,233	)
	Other		(95	)		(64	)		(79	)
	Cash flows used in financing activities		(159,372	)		(72,094	)		(174,759	)
Net change in cash and cash equivalents			(55,316	)		11,182			7,049
Cash and cash equivalents at beginning of year			69,412			14,096			25,278
Cash and cash equivalents at end of year		$	14,096		$	25,278		$	32,327
Cash and cash equivalents are comprised of:
	Cash and cash equivalents	$	16,041		$	28,329		$	36,230
	Issued and outstanding cheques		(1,945	)		(3,051	)		(3,903	)
		$	14,096		$	25,278		$	32,327

See accompanying notes to consolidated financial statements.

F-7

VIDÉOTRON LTÉE

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2002, 2003 and 2004

1.     SIGNIFICANT ACCOUNTING POLICIES:

(a)

Consolidated financial statements:

The Company is a cable services provider in the Province of Québec for pay-television services and Internet access. It also operates the largest chain of video stores in Québec and a chain of video stores in Ontario and in the Atlantic provinces.

These consolidated 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 its subsidiaries, CF Cable TV Inc., Vidéotron TVN Inc., Le SuperClub Vidéotron Ltée and Société d'édition et de transcodage T.E. ltée.

(b)

Changes in accounting principles:



(i)

Stock-based compensation:

Since January 1, 2002, in conformity with the recommendations of Section 3870 of the Canadian Institute of Chartered Accountants ("CICA") Handbook, the Company accounts for all stock-based awards granted by the parent company to certain of its 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 operating expenses. Changes in fair value between the grant date and the measurement date result in a change in the measure of the compensation cost.

(ii)

Long-lived assets:

Effective January 1, 2004, the Company adopted the CICA Handbook Section 3063, "Impairment of Long-Lived Assets". Long-lived assets, including fixed assets and intangible assets with finite useful lives, are amortized over their useful lives. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of a group of assets may not be recoverable. If the sum of undiscounted net cash flows expected to result from the use and eventual disposition of a group of assets is less than its carrying amount, it is considered to be impaired. An impairment loss is measured as the amount by which the carrying amount of the group of assets exceeds its fair value. At December 31, 2004, no such impairment had occurred.

(iii)

Asset retirement obligation:

Effective January 1, 2004, the Company retroactively adopted CICA Handbook Section 3110 "Asset Retirement Obligation". The standard provides guidance for the recognition, measurement and disclosure of liabilities for asset retirement obligations and the associated asset retirement costs. The standard applies to legal obligations associated with the retirement of a tangible long-lived asset that result from acquisition, construction, development or normal operations.

The standard requires the Company to record the fair value of a liability for an asset retirement obligation in the year in which it is incurred and when a reasonable estimate of fair value can be made. The asset retirement cost is capitalized as part of the related asset and is amortized to earnings over time. The standard describes the fair value of a liability for an asset retirement obligation as the amount at which that liability could be settled in a current transaction between willing parties, that is, other than in forced or liquidation transaction and is adjusted for any changes resulting from passage of time and any changes to the timing or the amount of the original estimate or undiscounted cash flows. The Company is subsequently required to allocate the asset retirement cost to expense using a systematic and rational method over the assets useful life.

The adoption of this standard had no impact on the Company's financial position, results of operations or cash flows.

(iv)

Equipment subsidies and reconnection costs:

During the year ended December 31, 2003, the Company revised its accounting for the sale of equipment to subscribers and the accounting of the reconnecting costs. Before this change, the costs of subsidies granted to the subscribers on the equipment sold were capitalized and amortized over a three-year period on a straight-line basis, and the costs of reconnecting subscribers, which included material, direct labor, and certain overhead charges were capitalized to fixed assets and depreciated over a three-year or a four-year period on a straight-line basis.

The Company changed its accounting principles to expense as they are incurred, the costs related to subscribers' subsidies as well as the costs of reconnecting subscribers. These changes have been applied retroactively and had the following effects for the year ended December 31, 2002. The operating revenues increased by $25.4 million, the direct and operating costs increased by $63.1 million, the depreciation expense, the income tax expense and net income decreased by $21.2 million, $5.2 million and $11.3 million, respectively.

F-8

As at December 31 2002, deferred charges decreased by $35.2 million, fixed assets decreased by $10.7 million, future income tax assets increased by $16.1 million and the deficit as at January 1, 2001 increased by $17.7 million.

The following table reconciles the deficit for the year ended December 31, 2002:

		2002
Balance at beginning of year:
	As previously reported	$	(394,532	)
	Changes in accounting principles		(18,499	)
	As restated		(413,031	)
Excess of the preferred share retractable value over the stated capital (note 14)			(27,999	)
Net income for the year			11,483
Balance at end of year		$	(429,547	)

(v)

Revenue recognition and revenue arrangements with multiple deliverables:

In 2004, the Company revised and adopted an accounting policy for the timing of revenue and expense recognition regarding connection fees based on CICA Emerging Issues Committee Abstracts 141 and 142. The Company chose to adopt the new policy prospectively without restatement of prior periods.

Effective January 1, 2004, the connection fee revenues are now deferred and recognized as revenues over 30 months, the estimated average period that subscribers are expected to remain connected to the network. The incremental and direct costs related to connection and reconnection fees, in an amount not exceeding the revenue, are now deferred and recognized as an operating expense over the same 30-month period. Previously, the connection fees and the incremental and direct costs were recognized immediately in operating revenues and expenses, and the reconnecting costs were capitalized and amortized over a three-year or a four-year period. This change in accounting policy had no effect on the amounts of reported operating income and net income. For the year ended December 31, 2004, deferred revenue and deferred charges increased by $9.6 million and $9.4 million, respectively.

(vi)

Generally accepted accounting principles:

In June 2003, the CICA released Handbook Section 1100, "Generally Accepted Accounting Principles". This section establishes standards for financial reporting in accordance with Canadian GAAP, and describes what constitutes Canadian GAAP and its sources. This section also provides guidance on sources to consult when selecting accounting policies and determining appropriate disclosures, when a matter is not dealt with explicitly in the primary source of GAAP. The adoption of this standard had no impact on the Company's financial position, results of operations or cash flows.

(c)

Marketable securities:

Marketable securities consist primarily of commercial paper maturing in the short-term, and are recorded at the lower of cost and market value.

(d)

Fixed assets:

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.

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%
Coding and transmission material	Declining balance	20%

F-9

(e)

Goodwill:

Goodwill is not amortized. 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 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, 2003 and 2004 and concluded it was not required to record an impairment in the carrying value of goodwill.

(f)

Other assets:

Deferred charges are recorded at cost and include long-term financing costs that are amortized over the term of the debt using the straight-line method. 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. Depreciation of video rental inventory is charged to direct costs on a straight-line basis over three years.

(g)

Inventories:

Inventories are recorded at the lower of cost, using the average cost method, or replacement value.

(h)

Revenue recognition:

Operating revenues from cable television and other services, such as Internet access, are recognized when services are provided. When subscribers are invoiced, the portion of unearned revenues is recorded under "Deferred revenue". Revenues from video rentals are recorded as services are provided.

Promotional offers are accounted for as a reduction of the related service revenue when customers are taking advantage of the offer.

(i)

Foreign currency translation:

Transactions originating in foreign currencies are translated into Canadian dollars at the exchange rate at the date of the transaction. Monetary assets and liabilities are translated at the year-end rate of exchange and non-monetary items are translated at historic exchange rates. Translation gains and losses are recognized in the statement of operations.

(j)

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 entered into cross-currency interest rate swap agreements to hedge the foreign currency 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 on the accrual basis.

The derivative financial instruments that have not been designated as hedge of foreign currency risk are marked to market with changes in fair value recognized in the statement of operations.

(k)

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-10

(l)

Income taxes:

The Company follows the asset and liability method of accounting for income taxes. Under the asset and liability method, 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. The effect on future income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment or substantively enactment date. Future income tax assets are recognized and, if realization is not considered "more likely than not", a valuation allowance is provided.

(m)

Employee future benefits:

The Company and an affiliated company offer defined benefit career salary pension plan and a last five years average salary pension plan for certain employees. The Company also maintains defined contribution pension plans for other employees. Defined benefit pension plan costs are determined using actuarial methods and are funded through contributions determined in accordance with the projected benefit method pro-rated on service, which incorporates management's best estimate of future salary levels, other cost escalations, retirement ages of employees and other actuarial assumptions.

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, prior service costs and amendments on a straight-line basis over the expected average remaining service period of the active employee group covered by the plans;



•

The interest cost of pension plan obligations, the expected return on pension fund 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 for the purpose of calculating the expected return on plan assets, those assets are valued at fair value.

The Company provides post-retirement benefits to eligible employees. The costs of these benefits, which are principally life insurance and health care, are accounted for during the employees' working active period.

(n)

Advertizing:

Advertizing cost is expensed as incurred. The advertizing expenses for 2002, 2003 and 2004 are $18.6 million, $17.8 million and $21.9 million, respectively.

(o)

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, and development and pre-operating costs and provisions for income taxes. Accordingly, actual results could differ from those estimates.

2.     BUSINESS COMBINATIONS AND REORGANIZATION:

(a)

In 2002, Télé-Câble Charlevoix (1977) Inc., a subsidiary of CF Cable TV Inc., a subsidiary of Vidéotron Ltée, purchased 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.



(b)

On June 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.



(c)

On October 7, 2003, the Company acquired from its parent company all the issued and outstanding shares of Vidéotron TVN Inc. and of Le SuperClub Vidéotron Ltée in consideration of the issuance of 354,813 common shares for a total stated capital of $141.9 million. The excess of the consideration issued over the net book value of the business acquired, amounting to $103.1 million, has been charged to deficit and contributed surplus. This business combination was accounted for using the continuity of interest method, and the results of operations of the acquired companies have been included in these consolidated financial statements as if this group of companies had always been subsidiaries of the Company.

F-11

(d)

On February 8, 2002, the Company sold its internal wire business to an affiliated company, Câblage QMI Inc., and received as consideration $19.5 million in preferred shares. On December 23, 2003, Câblage QMI Inc. sold back its business to the Company and received in exchange notes amounting to $16.1 million. On the same date, the parent company of Câblage QMI Inc. sold its investment in Câblage QMI Inc. to the Company and received in exchange 1 Series F preferred share of the Company's capital stock retractable at an amount of $2.0 million. On December 27, 2004, Câblage QMI Inc. was wound up into the Company. Since all these transactions are between companies under common control, they have been accounted for at book value.



(e)

On May 20, 2004, a subsidiary of the Company acquired the assets of Jumbo Entertainment Inc. for a total cash consideration of $7.2 million.

This acquisition is summarized as follows:

		(in millions)
Assets acquired:
	Inventories	$	1.1
	Fixed assets		0.9
	Goodwill		5.2
Assets acquired at fair value		$	7.2

(f)

During the year ended December 31, 2004, the Company acquired from the parent company, income tax deductions of $62.0 million, of which $55.5 million is recorded as future income tax assets and $6.5 million as income taxes receivable. The consideration payable to the parent company amounts to $35.2 million. The difference of $26.8 million has been credited to contributed surplus.



(g)

On December 31, 2004, the subsidiary Videotron (1998) ltée has been wound up into Videotron Ltée. This transaction had no impact on the consolidated financial statements.



(h)

On January 16, 2004, Videotron (1998) Ltée, a subsidiary of the Company, contracted a subordinated loan of $1.1 billion bearing interest at 10.75% from Quebecor Media Inc. On the same day, Videotron (1998) Ltée invested the whole proceeds of $1.1 billion into 1,100,000 preferred shares, Series D of Quebecor Media Inc. Those shares, carry the rights to receive an annual dividend of 11%. In December 2004, Videotron (1998) Ltée reimbursed the loan and Quebecor Media Inc. redeemed the preferred shares for $1.1 billion.

3.     EMPLOYEE FUTURE BENEFITS:

The Company and affiliated companies maintain various defined benefit plans and defined contribution plans. The Company's policy is to maintain its contribution at a level sufficient to cover benefits. Actuarial valuations of the Company's pension plans were performed on December 31, 2001 and December 31, 2003. The next actuarial valuations will be performed as at December 31, 2004 for one plan and as at December 31, 2006, at the latest, for the other plan.

The Company provides postretirement benefits to eligible employees. The costs of these benefits, which are principally life insurance and health care, are accounted for during the employee's active service period.

F-12

The following tables provide a reconciliation of the changes in the plans' benefit obligations and fair value of plan assets for the years ended December 31, 2003 and 2004, and a statement of funded status as at these dates:

		2003									2004
		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	$	36,542		$	3,635		$	40,177		$	44,012		$	3,046		$	47,058
	Service costs		1,999			175			2,174			2,717			2,119			4,836
	Plan participants' contributions		2,373			—			2,373			2,046			—			2,046
	Interest costs		2,554			256			2,810			2,984			321			3,305
	Changes in assumptions		3,705			292			3,997			—			—			—
	Actuarial loss		1,914			—			1,914			3,438			59			3,497
	Curtailment gain		—			(1,265	)		(1,265	)		—			—			—
	Transfer from another pension plan		—			—			—			853			—			853
	Benefits and settlement paid		(5,075	)		(47	)		(5,122	)		(3,494	)		(57	)		(3,551	)
Benefit obligations, end of year		$	44,012		$	3,046		$	47,058		$	52,556		$	5,488		$	58,044

		2003									2004
		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	$	43,604		$	—		$	43,604		$	51,174		$	—		$	51,174
	Plan participants' contribution		2,373			—			2,373			2,046			—			2,046
	Actual return on plan assets		8,123			—			8,123			7,776			—			7,776
	Employer contributions		1,901			47			1,948			1,200			57			1,257
	Other employee contribution		248			—			248			—			—			—
	Transfer from another pension plan		—			—			—			626			—			626
	Benefits and settlement paid		(5,075	)		(47	)		(5,122	)		(3,494	)		(57	)		(3,551	)
Fair value of plan assets, end of year		$	51,174		$	—		$	51,174		$	59,328		$	—		$	59,328

The plan assets are comprised of:

	2003	2004
Equity securities	69.5%	68.9%
Debt securities	29.8%	27.1%
Real estate	0.7%	4.0%

F-13

As at December 31, 2004, plan assets included shares of the parent company and of a company under common control at a market value of $0.9 million ($1.0 million in 2003).

		2003									2004
		Pension benefits			Post-retirement benefits			Total			Pension benefits			Post-retirement benefits			Total
		(in thousands of Canadian dollars)
Reconciliation of funded status:
	Excess of fair value of plan assets over benefit obligations, end of year	$	7,162		$	(3,046	)	$	4,116		$	6,772		$	(5,488	)	$	1,284
	Unrecognized actuarial gain		(2,422	)		(466	)		(2,888	)		(2,448	)		(345	)		(2,793	)
Net amount recognized in balance sheet		$	4,740		$	(3,512	)	$	1,228		$	4,324		$	(5,833	)	$	(1,509	)

Presented as follows:

	2003									2004
	Pension benefits			Post-retirement benefits			Total			Pension benefits		Post-retirement benefits			Total
	(in thousands of Canadian dollars)
Deferred pension charges	$	5,523		$	—		$	5,523		$	4,324	$	—		$	4,324
Accrued benefit liability		(783	)		(3,512	)		(4,295	)		—		(5,833	)		(5,833	)
Net amount recognized	$	4,740		$	(3,512	)	$	1,228		$	4,324	$	(5,833	)	$	(1,509	)

Components of the net benefit costs are as follows:

		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
Actual return on plan assets			(2,181	)		—			(2,181	)
Actuarial loss on accrued benefit obligation			(1,620	)		—			(1,620	)
Curtailment loss			37			—			37
Elements of net benefit cost adjustments to recognize the long-term nature and valuation allowance			862			395			1,257
Difference between actual and expected return on plan assets			(1,236	)		—			(1,236	)
Deferral of actuarial loss on accrued benefit obligation			1,620			—			1,620
Amortization of previously deferred actuarial loss			—			14			14
Total adjustments to recognize the long-term nature of benefit costs			384			14			398
Defined contribution pension plan:
	Employer's contribution during the period		2,542			—			2,542
			3,788			409			4,197
Portion related to affiliated companies			(1,139	)		(31	)		(1,170	)
Net benefit costs		$	2,649		$	378		$	3,027

F-14

		2003
		Pension benefits			Post-retirement benefits		Total
		(in thousands of Canadian dollars)
Service costs		$	1,999		$	175	$	2,174
Interest costs			2,554			256		2,810
Actual return on plan assets			(8,123	)		—		(8,123	)
Actuarial loss on accrued benefit obligation			1,914			—		1,914
Elements of net benefit cost adjustments to recognize the long-term nature and valuation allowance			(1,656	)		431		(1,225	)
Difference between actual and expected return on plan assets			4,798			—		4,798
Deferral of actuarial loss on accrued benefit obligation			(1,914	)		—		(1,914	)
Amortization of previously deferred actuarial loss			(109	)		11		(98	)
Total adjustments to recognize the long-term nature of benefit costs			2,775			11		2,786
Defined contribution pension plan:
	Employer's contribution during the period		2,954			—		2,954
			4,073			442		4,515
Portion related to affiliated companies			(1,048	)		—		(1,048	)
Net benefit costs		$	3,025		$	442	$	3,467

		2004
		Pension benefits			Post-retirement benefits			Total
		(in thousands of Canadian dollars)
Service costs		$	2,717		$	2,119		$	4,836
Interest costs			2,984			321			3,305
Actual return on plan assets			(7,776	)		—			(7,776	)
Actuarial loss on accrued benefit obligation			3,438			59			3,497
Elements of net benefit cost adjustments to recognize the long-term nature and valuation allowance			1,363			2,499			3,862
Difference between actual and expected return on plan assets			3,771			—			3,771
Deferral of actuarial loss on accrued benefit obligation			(3,383	)		(59	)		(3,442	)
Amortization of previously deferred actuarial loss			—			21			21
Other			—			(83	)		(83	)
Total adjustments to recognize the long-term nature of benefit costs			388			(121	)		267
Defined contribution pension plan:
	Employer's contribution during the period		4,337			—			4,337
			6,088			2,378			8,466
Portion related to affiliated companies			(1,118	)		—			(1,118	)
Net benefit costs		$	4,970		$	2,378		$	7,348

The expense related to defined contribution pension plans amounts to $4.0 million ($2.6 million in 2003 and $2.0 million in 2002), net of portion related to affiliated companies.

Also, the total cash amount paid or payable for employee future benefits for all plans, consisting of cash contributed by the Company to its funded pension plans, cash payment directly to beneficiaries for its unfunded other benefit plans and cash contributed to its defined contribution plans, totaled $5.6 million for the year ended December 31, 2004 ($4.9 million in 2003 and $4.5 million in 2002).

F-15

The weighted average rates used in the measurement of the Company's benefit obligations as at December 31, 2004, 2003 and 2002 and current periodic costs are as follows:

		2002	2003	2004
Benefit obligations:
Rates at end of year:
	Discount rate	6.75%	6.25%	6.00%
	Expected return on plan assets	7.75%	7.75%	7.50%
	Rate of compensation increase	3.25%	3.25%	3.50%
Current periodic costs:
Rates at beginning of year:
	Discount rate	6.50%	6.75%	6.25%
	Expected return on plan assets	8.00%	7.75%	7.75%
	Rate of compensation increase	3.45%	3.50%	3.50%

The assumed health care cost trend rate used in measuring the accumulated post-retirement benefit obligations was 8% at the end of 2004. The cost is expected to decrease gradually over the next five years to 5% and remain at that level thereafter. A one-percentage point change in the assumed health care cost trend would have the following effects:

	Post-retirement benefits
Sensitivity analysis	Increase 1%		Decrease 1%
Effect on service and interest costs	$	70	$	(51	)
Effect on benefit obligations		657		(494	)

4.     DEPRECIATION AND AMORTIZATION:

	2002		2003		2004
	(in thousands of Canadian dollars)
Fixed assets	$	114,305	$	121,928	$	129,642
Other assets		5,711		1,030		573
	$	120,016	$	122,958	$	130,215

Direct costs include $5.4 million in 2002, $5.8 million in 2003 and $3.3 million in 2004 of depreciation on video rental inventory. Operating, general and administrative expenses include $1.9 million in 2004 of amortization of connection fees.

F-16

5.     FINANCIAL EXPENSES:

		2002			2003			2004
		(in thousands of Canadian dollars)
Third parties:
	Interest on long-term debt	$	74,522		$	63,588		$	57,180
	Write-off and amortization of deferred financing costs		4,607			4,128			1,397
	Amortization of debt premium and discount		(973	)		(1,066	)		(1,106	)
	Net premium, write-off of financing costs and termination costs of swap agreement		—			17,094			4,766
	(Gain) loss on foreign currency denominated long-term debt		(2,211	)		(23,623	)		1,298
	(Gain) loss on foreign currency denominated short-term monetary items		348			(1,848	)		(857	)
	Bank fees		1,504			1,339			1,543
	Other interests and penalty charges		390			171			635
			78,187			59,783			64,856
	Interest income		(2,289	)		(676	)		(1,396	)
			75,898			59,107			63,460
Parent company:
	Interest (income) expense (note 2 (h))		(178	)		5,495			114,525
Companies under common control:
	Interest expense		468			—			—
		$	76,188		$	64,602		$	177,985

Interest paid to and interest received from third parties in 2002 amounted to $72.3 million and $2.1 million, respectively, $61.0 million and $0.7 million in 2003 and $51.1 million and $1.2 million in 2004.

Interest paid to and interest received from affiliated companies in 2002 amounted to $1.1 million and $0.2 million, respectively, $0.1 million and nil in 2003 and $108.5 million and nil in 2004.

6.     OTHER ITEMS:

	2002		2003			2004
	(in thousands of Canadian dollars)
Restructuring costs (1)	$	25,000	$	(2,500	)	$	—

(1)

The Company conducted cost reduction programs which included labour reductions and consequently employees and other related charges. As of December 31, 2002, a $25.0 million restructuring provision has been recorded in connection with a work force reduction program. The final costs were lower than estimated and the excess amount was reversed in 2003.

F-17

7.     INCOME TAXES:

The following schedule reconciles income taxes computed on income before income taxes and non-controlling interest in a subsidiary based on the consolidated basic income tax rate and the effective income tax rate:

		2002			2003			2004
		(in thousands of Canadian dollars)
Income taxes based on the combined
	Federal and Provincial (Quebec) basic income tax rate of 35.12% in 2002, 33.12% in 2003 and 31.02% in 2004	$	5,034		$	29,871		$	44,679
Change due to the following items:
	Federal large corporations tax		2,315			2,405			1,822
	Non-taxable dividend from the parent company		—			—			(34,449	)
	Settlement of notices of assessments		—			—			(17,483	)
	Non-deductible charges and/or loss deductible at a lower rate or for which the tax benefit was not recorded		204			(4,432	)		1,776
	Reduction of enacted tax rate		(1,422	)		(1,097	)		—
	Other		(3,468	)		83			215
Income taxes based on the effective income tax rate		$	2,663		$	26,830		$	(3,440	)

Income taxes paid in 2002 amounted to $5.1 million, $3.1 million in 2003 and $8.8 million in 2004.

The tax effects of significant items comprising the Company's net future tax liability are as follows:

			2003			2004
			(in thousands of Canadian dollars)
Future income tax assets:
	Operating loss carryforwards		$	56,565		$	108,883
	Other provisions			10,762			8,706
	Differences between book and tax basis of fixed assets and other assets			11,278			9,049
				78,605			126,638
Future income tax liabilities:
	Differences between book and tax basis of fixed assets			(176,726	)		(164,112	)
	Differences between book and tax basis of other assets			(3,943	)		(3,585	)
				(180,669	)		(167,697	)
Net future income tax liability			$	(102,064	)	$	(41,059	)
Presented as follows:
	Future income tax assets:
		Short-term	$	10,762		$	58,228
		Long-term		5,376			23,559
				16,138			81,787
	Future income tax long-term liability			(118,202	)		(122,846	)
Net future income tax liability			$	(102,064	)	$	(41,059	)

During the year ended December 31, 2003, the Company obtained from a company under common control of the ultimate parent company, income tax deductions of $9.7 million, of which $9.6 million is recorded as income taxes receivable and $0.1 million as future income tax assets. The consideration payable to this company under common control amounts to $6.3 million. This transaction allows the Company to realize a gain of $3.4 million which has been credited to contributed surplus. During the year ended December 31, 2004, an adjustment has been made to this transaction and $0.07 million has been debited to contributed surplus.

F-18

During the year ended December 31, 2004, the Company acquired from the parent company, income tax assets of $62.0 million, of which $55.5 million is recorded as future income tax assets and $6.5 million as income taxes receivable. The consideration payable to the parent company amounts to $35.2 million. The difference of $26.8 million has been credited to contributed surplus.

As at December 31, 2004, the Company had net operating loss carryforwards for income tax purposes available to reduce future federal and provincial taxable income of approximately $346.0 million and $357.5 million as follows:

	Federal		Provincial
	(in thousands of Canadian dollars)
2006	$	111,937	$	90,641
2007		24,554		45,980
2008		8,028		6,770
2009		31,507		27,691
2010		108,312		127,944
2011		62,396		59,294
	$	346,734	$	358,320

8.     ACCOUNTS RECEIVABLE:

	2003			2004
	(in thousands of Canadian dollars)
Trade	$	76,308		$	91,933
Interest receivable on swaps		—			4,689
Allowance for doubtful accounts		(7,220	)		(6,134	)
	$	69,088		$	90,488

Allowance for doubtful accounts is provided for based systematically on the aging of the receivables.

9.     INVENTORIES:

	2003		2004
	(in thousands of Canadian dollars)
Subscribers' equipment	$	11,828	$	17,700
Video store materials		2,948		5,416
Other supplies and spare parts		8,422		7,035
	$	23,198	$	30,151

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10.   FIXED ASSETS:

	2003
	Cost		Accumulated depreciation		Net book value
	(in thousands of Canadian dollars)
Receiving and distribution networks	$	1,446,970	$	685,404	$	761,566
Furniture and equipment		211,320		149,742		61,578
Terminals and operating system		140,467		82,384		58,083
Buildings		21,656		8,533		13,123
Coding and transmission material		7,481		4,651		2,830
Land		1,822		—		1,822
	$	1,829,716	$	930,714	$	899,002

	2004
	Cost		Accumulated depreciation		Net book value
	(in thousands of Canadian dollars)
Receiving and distribution networks	$	1,564,393	$	778,741	$	785,652
Furniture and equipment		218,065		164,794		53,271
Terminals and operating system		103,382		75,063		28,319
Buildings		21,364		8,777		12,587
Coding and transmission material		7,648		5,154		2,494
Land		1,680		—		1,680
	$	1,916,532	$	1,032,529	$	884,003

11.   OTHER ASSETS:

	2003		2004
	(in thousands of Canadian dollars)
Long-term financing fees	$	10,934	$	15,765
Employee future benefit costs (note 3)		5,523		4,324
Development and pre-operating costs		438		1,648
Deferred connection fees		—		9,354
Video rental inventory		2,559		2,734
Investment		66		66
Other		407		607
	$	19,927	$	34,498

12.   ACCOUNTS PAYABLE AND ACCRUED LIABILITIES:

	2003		2004
	(in thousands of Canadian dollars)
Trade accounts payable and accruals	$	47,971	$	55,015
Subscribers' equipment suppliers		13,643		18,215
Royalties and service providers dues		56,858		46,100
Employees' salaries and dues		18,058		25,428
Pension plan and post-retirement accrued liability (note 3)		4,295		5,833
Provincial and federal sales tax		9,262		12,786
Interest		12,987		31,513
	$	163,074	$	194,890

F-20

13.   LONG-TERM DEBT:

		2003		2004
		(in thousands of Canadian dollars)
Bank facility (a):
	Revolving credit	$	—	$	—
	Term-loan C		355,630		—
Senior Secured First Priority Notes (b)			100,615		92,271
Senior Notes (c)			430,432		796,637
Subordinated loan — Quebecor Media Inc.			150,000		150,000
			1,036,677		1,038,908
Short-term portion of the long-term debt			50,000		—
Long-term portion of the long-term debt		$	986,677	$	1,038,908

(a)

Bank facility:

Bank credit facility, bearing interest at Bankers' Acceptances and Canadian LIBOR rates, plus, in each case, a margin depending upon Vidéotron Ltée leverage ratio, is secured by a first ranking hypothec on the universality of all tangible and intangible assets, current and future, of Vidéotron Ltée and its subsidiaries, with some restrictions regarding CF Cable TV Inc. and its subsidiaries' assets.

The credit facilities contain usual covenants such as maintaining certain financial ratios and certain restrictions as to the payment of dividends and acquisitions and dispositions of assets. The unused amount under the Revolving Facility at year-end is $450.0 million as at December 31, 2004 and $100.0 million as at December 31, 2003.

On October 8, 2003, concurrently with the issuance of the Senior Notes, the Company repaid entirely and terminated its former bank facility term-loans A and B, borrowed an amount of $368.1 million under a term-loan C and reduced the authorized amount under the revolving credit facility from $150.0 million to $100.0 million. Term-loan C was payable in quarterly installments of $12.5 million beginning on December 1, 2003, and maturing on October 8, 2008 with a bullet payment of $118.1 million. The Company has reduced the interest fluctuation risk associated with the facility by using interest rate swaps under which the Company has fixed the payment of the interest. As at December 31, 2003, the outstanding balances include Bankers' Acceptance based advances of $355.2 million, and Prime Rate based advances of $0.4 million and the effective rates range from 3.86% to 5.0% at that date. On November 19, 2004, concurrently with the issuance of Senior Notes, the term-loan C, having a balance of $318.1 million, was repaid in full and the revolving credit facility was increased from $100.0 million to $450.0 million with an extended maturity date to November 2009.

(b)

Senior Secured First Priority Notes:

Senior Secured First Priority Notes having a par value of US$75.6 million in 2003 and 2004 bear interest at the rate of 9.125% and mature in 2007. The Notes are redeemable at the option of the subsidiary, CF Cable TV Inc. 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 first 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.

(c)

Senior Notes:

On October 8, 2003, the Company issued US$335.0 million of aggregate principal amount of Senior Notes at a discount rate of 99.0806% for net proceeds of US$331.9 million, before issuance fees of US$5.7 million. These Notes bear interest at a rate of 6.875% payable every six months on January 15 and July 15, and mature on January 15, 2014. The first interest payment is due on July 15, 2004. The Notes contain certain restrictions for Vidéotron Ltée, including limitations on its ability to incur additional indebtedness, and are unsecured. Vidéotron Ltée entered into cross-currency interest swaps to hedge foreign exchange fluctuations related to the interest and capital repayment of these Notes denominated in foreign currency.

On November 19, 2004, the Company issued US$315.0 million of aggregate principal amount of Senior Notes at a premium of 5.0% for total proceeds of CA$396.2 million (US$330.8 million), before issuance fees of US$4.1 million. These Notes contain the same terms and conditions as described above and the Company has contracted cross-currency interest swaps to hedge foreign exchange

F-21

fluctuations related to the interest and capital repayment of these Notes denominated in foreign currency. The first interest payment is due on January 15, 2005.

In accordance with the Registered Exchange Offer, Vidéotron Ltée will complete, during the first quarter of 2005, the exchange of those Senior Notes for new Notes having substantially identical terms to the Senior Notes. These new Notes have been registered under the United States Securities Act of 1933. The Notes will be redeemable, in whole or in part, at any time on or after January 15, 2009, with a premium decreasing from 3.438% on January 15, 2009 to nil on January 15, 2012.

(d)

Subordinated loan — Quebecor Media Inc.:

On March 24, 2003, the Company contracted a subordinated loan of $150.0 million from its parent company. The $150.0 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 payments 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 indefinitely. The amount of interests owed to Quebecor Media Inc. as at December 31, 2004 totaled $10.7 million ($5.4 million at December 31, 2003).

Minimum principal payments on long-term debt in each of the next five years and thereafter are as follows:

	(in thousands of Canadian dollars)
2005	$	—
2006		—
2007		92,271
2008		—
2009		—
2010 and thereafter		946,637

14.   SHARE CAPITAL:

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

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

F-22

An unlimited number of common shares, without par value, voting and participating

		2003				2004
		Common shares		Retractable preferred shares		Common shares		Retractable preferred shares
		(in thousands of Canadian dollars)
Issued and paid:
	11,174,813 common shares	$	173,236	$	—	$	173,236	$	—
	1 Preferred share, Series F		—		2,000		—		—
		$	173,236	$	2,000	$	173,236	$	—

Vidéotron Ltée modified its articles of amalgamation as follows:

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 issued one Series E preferred share retractable at the option of the holder at $32.5 million. Since this transaction was 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 share capital and the $28.0 million excess has been charged to retained earnings.

On March 28, 2003, the parent company 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 shares into 70,000 common shares at a stated capital of $4.5 million. The excess of the preferred share retractable value over the stated capital converted into common shares, amounting to $301.2 million, has been credited to the contributed surplus.

On October 7, 2003, the Company acquired from its parent company all the issued and outstanding shares of Vidéotron TVN Inc. and of Le SuperClub Vidéotron Ltée in consideration of the issuance of 354,813 common shares for a total stated capital of $141.9 million. The excess of the consideration issued over the net book value of the business acquired, amounted to $103.1 million, of which $26.7 million has been charged to the contributed surplus and $76.4 million to the deficit. This business combination was accounted for using the continuity of interest method, and the results of operations of the acquired companies have been included in these consolidated financial statements as if this group of companies had always been subsidiaries of the Company.

On December 23, 2003, the Company acquired from its parent company all the issued and outstanding shares of Câblage QMI Inc. in consideration of the issuance of 1 Series F preferred share, retractable at an amount of $2.0 million.

On January 16, 2004 and September 30, 2004, Videotron Ltée issued 88,000 and 45,000 preferred shares Series G, respectively, to Groupe Divertissement SuperClub Inc., the wholly-owned subsidiary of Le Superclub Videotron Ltée, for a total cash consideration of $88.0 million and $45.0 million, respectively. Series G shares are eliminated upon consolidation.

On March 26, 2004, the Company redeemed the Series F preferred share, for an amount of $3.7 million. The excess of the consideration paid over the preferred share's retractable value, in the amount of $1.7 million, has been charged to deficit.

15.   STOCK OPTION PLAN:

Under a stock option plan established by the parent company, 6,185,714 Common Shares of the parent company were set aside for officers, senior employees and other key employees of the parent company and its subsidiaries. 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, at the date of grant, of the Common Shares of the parent company, as determined by the parent company's 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 of the parent company on the stock exchanges where such shares are listed at time of the grant. Unless authorized by the parent company's Compensation Committee for a change in control transaction, no options may be exercised by an optionee if the shares of the parent company have not been listed on a recognized stock exchange. At December 31, 2007, if the shares of the parent company have not been so listed, optionees will have between January 1 and January 31, each year to exercise their right to receive the difference between the fair market value and the exercise price of the options in cash. 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 date 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

F-23

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.

The following table gives summary information on outstanding options granted by the parent company to the employees of the Company as at December 31, 2003 and 2004:

	2003				2004
	Options		Weighted average exercise price		Options		Weighted average exercise price
Balance at beginning of year	268,532		$	17.69	545,639		$	18.25
Granted	339,271			18.69	48,756			22.25
Transferred and cancelled	(62,164	)		18.18	(32,328	)		16.70
Balance at end of year	545,639		$	18.25	562,067		$	18.69
Vested options at end of year	7,730		$	16.17	73,569		$	17.45

The following table gives summary information on outstanding options as at December 31, 2004:

	Outstanding options		Vested options
Exercise price	Number	Weighted average years to maturity	Number	Weighted average exercise price
$15.19	32,258	8.41 years	6,452	$	15.19
16.17	175,630	7.27 years	48,453		16.17
19.46	240,749	8.59 years	1,387		19.46
21.42	8,869	8.92 years	1,774		21.42
21.75	22,528	9.20 years	—		—
21.77	62,011	7.23 years	15,503		21.77
22.98	20,022	9.68 years	—		—
$15.19 to $22.98	562,067	8.09 years	73,569	$	17.45

For the year ended December 31, 2004, a charge of $2.2 million related to the plan was included in net income ($0.9 million for 2003).

16.   FINANCIAL INSTRUMENTS:

(a)

Fair value:

The carrying amount of cash and cash equivalents, marketable securities, 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.

F-24

As at December 31, the estimated fair values of long-term debt and derivative financial instruments are as follows:

			2003						2004
			Book value			Fair value			Book value			Fair value
			(in thousands of Canadian dollars)
Liabilities:
	Financial liabilities:
		Long-term debt	$	1,036,677		$	1,057,479		$	1,038,908		$	1,051,039
Derivative financial instruments:
	Interest rate swaps			—			(9,460	)		(4,579	) (i)		(4,579	)
Assets (liabilities):
	Cross currency interest rate swaps			(15,272	)		(24,588	)		(45,371	)		(72,298	)
	Forward exchange contracts			—			—			(8,476	)		(8,414	)

(i)

Including an amount of $1.2 million classified with interest payable in the balance sheet.

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 and foreign exchange risk:

The Company has entered into interest rate swaps to manage its interest rate exposure on its bank facility. 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, 2004, this bank facility was paid-off, but the Company is still committed to pay fixed interest rates ranging from 3.75% to 5.41% on a notional amount of $230.0 million, and will receive a floating interest rate based on Bankers' Acceptance having a three-month maturity. These swaps expire from 2005 to 2007.

During the year ended December 31, 2003, the Company has concluded cross currency interest swaps to hedge the foreign exchange fluctuations related to its US Senior Notes by fixing the US/Canadian dollar exchange rate at 1.3425 on a notional amount of US$335.0 million, and by fixing the interest rate at 7.66% on a notional amount of $181.2 million, and by opting for a floating interest rate based on bankers' acceptance rate plus 2.73% on a notional amount of $268.5 million.

During the year ended December 31, 2004, the Company has concluded cross-currency interest swaps to hedge the foreign exchange fluctuations relating to its US Senior Notes by fixing the US dollar/Canadian dollar exchange rate at 1.1950, and by fixing an interest rate at 7.45% on a notional amount of $149.4 million, and fixing the exchange rate at 1.2000 and by opting for a floating interest rate based on the bankers' acceptance rate plus 2.80% on a notional amount of $228.0 million. The Company also concluded a forward exchange contract to hedge the foreign exchange fluctuations relating to its CF Cable notes by fixing the US dollar/Canadian dollar exchange rate at 1.3573 on a notional amount of $53.5 million.

During the year ended December 31, 2004, the Company concluded forward exchange contracts to hedge the foreign exchange fluctuations relating to its 2005 customers equipment purchases by fixing the US dollar/Canadian dollar exchange rate at 1.1974 on an amount of $18.5 million. These contracts are marked to market with changes in fair value recorded in the statement of operations.

(c)

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.

F-25

(a)

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)
2005	$	9,784
2006		5,554
2007		4,282
2008		3,221
2009		1,894
2010 and thereafter		2,261

Furthermore, the Company is committed to buy in 2005 subscribers' equipment from a supplier for an estimated amount of $25.0 million.

The operating lease expense for the year amounted to $12.9 (2003 — $12.2; 2002 — $15.8).

(b)

Disclosure of guarantees:

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, the Company must, under certain conditions, compensate the lessor for a portion of the shortfall. As at December 31, 2004, the maximum exposure in respect of these guarantees is $8.3 million and no amount has been recorded in the financial statements.

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 2016. 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 $6.6 million. As at December 31, 2004, the subsidiary has not provided for any 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.

Guarantees related to the Senior Notes:

Under the terms of the indenture governing the Senior Notes, the Company is committed to pay any amount of withholding taxes that could eventually be levied by any Canadian Taxing Authority on payments made to the lenders, so that the amounts the lenders would receive are not less than amounts receivable if no taxes are levied. The amount of such guarantee is not limited and it is not possible for the Company to establish a maximum amount of the guarantee as it is dependent exclusively on future actions, if any, by the Taxation Authorities. Although no recourse exists for such liability, the Company has the right to redeem such long-term debt at their face value, if such taxes were levied by the Canadian Taxing Authorities, thereby terminating the guarantee.

18.   SUPPLEMENTAL CASH FLOW INFORMATION:

		2002		2003		2004
		(in thousands of Canadian dollars)
Non-cash financing and investing activities:
	(i)    Purchase of fixed assets financed by accounts payable and accrued liabilities	$	—	$	958	$	5,669
	(ii)   Issuance of share capital in consideration of the acquisition of a subsidiary		—		2,000		—
	(iii)  Issuance of share capital in consideration of the future tax asset related to the trademark acquired from the parent company		6,080		—		—
	(iv)  Spending in deferred charges financed by accounts payable and accrued liabilities and by affiliated companies		946		1,195		1,209

F-26

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:

		2002			2003			2004
		(in thousands of Canadian dollars)
Parent company:
	Operating and administrative expenses	$	16,060		$	8,492		$	10,329
	Operating and administrative expenses recovered		(456	)		(216	)		(159	)
	Acquisition of fixed and intangible assets		3,895			1,613			—
	Proceeds from disposal of fixed assets		(586	)		—			—
Companies under common control:
	Operating revenue		1,693			2,450			1,915
	Direct costs		26,939			18,271			15,846
	Operating and administrative expenses		35,877			34,087			29,769

The Company and a company under common control entered into a signal transmission services agreement until 2014, renewable for an additional 15-year period. The service charges arising from this agreement amounted to $8.4 million in 2002, $7.0 million in 2003 and $6.5 million in 2004.

The Company and a company under common control entered into internet bandwith services agreement until 2004, renewable for a 12-month period. Service charges arising from this agreement amounted to $21.2 million in 2002, $12.2 million in 2003 and $6.1 million in 2004.

20.   CONTINGENCIES:

In November 2001, the Company terminated a sale service agreement with a supplier who is suing 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 honor its commitment related to a stock purchase agreement signed in August 2000. The plaintiffs are requesting compensations totalling $26.0 million. Management of the Company claims that the suit is not justified and intends to defend vigorously its case in 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, 2004 cannot be determined with certainty, the management of the Company believes that their outcome will not have a material adverse impact on its operating results or financial position.

21.   SUBSEQUENT EVENT:

(a)

On January 1, 2005, the subsidiary Videotron TVN ltée was wound-up in Videotron Ltée.



(b)

On September 9, 2005, the Company entered into a purchase agreement for the sale and purchase of US$175 million aggregate principal amount of 6³/8% senior notes due December 15, 2015 with Banc of America Securities LLC, Citigroup Global Markets Inc., Scotia Capital (USA) Inc., Harris Nesbitt Corp., RBC Capital Markets Corporation, TD Securities (USA) LLC, CIBC World Markets Corp., Credit Suisse First Boston LLC, NBF Securities (USA) Corp., HSBC Securities (USA) Inc. and Desjardins Securities International Inc. and concurrently with the closing of this offering, the Company intends to repay its drawings under its revolving credit facility, to pay a dividend to Quebecor Media and the balance for general corporate purposes.

22.   SIGNIFICANT DIFFERENCES BETWEEN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) IN CANADA AND THE UNITED STATES:

The consolidated 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 significant differences between Canadian GAAP and US GAAP on the Company's consolidated financial statements, including disclosures, that are required under US GAAP.

F-27

Consolidated Statements of Operations

		2002			2003			2004
		(restated — note 1 (b))
		(in thousands of Canadian dollars)
Net income (loss) for the year based on Canadian GAAP		$	11,483		$	63,311		$	147,372
Adjustments:
	Push-down basis of accounting (i)		2,838			(7,954	)		(18,108	)
	Goodwill impairment (i) and (ii)		(2,004,000	)		—			—
	Development and pre-operating costs (iii)		2,744			2,485			(1,210	)
	Accounting for derivative instruments and hedging activities (iv)		3,338			1,607			12,266
	Income taxes (v)		(856	)		(774	)		375
Net income (loss) for the year based on US GAAP			(1,984,453	)		58,675			140,695
Other comprehensive loss (vi):
	Pension and postretirement benefits (vii)		—			(613	)		835
	Accounting for derivative instruments and hedging activities (iv)		—			(843	)		(14,473	)
Comprehensive income (loss) based on US GAAP		$	(1,984,453	)	$	57,219		$	127,057
Accumulated other comprehensive loss at beginning of year		$	(314	)	$	(314	)	$	(1,770	)
Changes in the year			—			(1,456	)		(13,638	)
Accumulated other comprehensive loss at end of year		$	(314	)	$	(1,770	)	$	(15,408	)

Consolidated Shareholder's Equity

		2003			2004
		(in thousands of Canadian dollars)
Shareholder's equity (deficit) based on Canadian GAAP		$	70,817		$	38,030
Cumulative adjustments:
	Push-down basis of accounting (i)		4,321,121			4,235,626
	Goodwill impairment (ii)		(2,004,000	)		(2,004,000	)
	Development and pre-operating costs (iii)		(446	)		(1,656	)
	Accounting for derivative instruments and hedging activities (iv)		(13,352	)		(15,559	)
	Income taxes (v)		139			514
	Pension and postretirement benefits (vii)		(927	)		(92	)
Shareholder's equity based on US GAAP		$	2,373,352		$	2,252,863

(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 Company and its subsidiaries. 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.

F-28

The principal adjustments, taking into account the final allocation of the purchase price finalized in the fourth quarter of 2001, to the historical consolidated 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 was recorded for a total amount of $22.6 million;



(c)

Accrued charges increased by $40.3 million;



(d)

Future income tax 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 to contributed surplus. In 2004, the Company and its parent materialized income tax benefits in the amount of $84.3 million which had not been recognized at the date of acquisition. Therefore, the goodwill has been reduced by $84.3 million, contributed surplus has been reduced by $67.4 million and income tax expense for US GAAP purposes has been increased by $16.9 million.



(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)

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.

(iv)

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. 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 or other comprehensive income based on whether a hedging relationship has been established which qualifies as a hedging relationship under US GAAP.

(v)

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.

(vi)

Comprehensive income (loss):

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 related to the accrued pension benefit liability, representing the excess of the accumulated pension benefit obligation as compared to the fair value of plan assets and to changes in the derivative fair values of contracts that are designated effective and qualify as cash flow hedges.

F-29

(vii)

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".

(viii)

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.

(ix)

Consolidated 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 consolidated statement of cash flows is allowed by Canadian GAAP while it is not allowed by US GAAP.

(x)

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 13 are guaranteed by specific subsidiaries of the Company (the "Subsidiary Guarantors"). The accompanying condensed consolidated financial information as at December 31, 2003 and 2004 and for the years 2002, 2003 and 2004 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. 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 and Société d'Édition et de Transcodage T.E. Ltée.

F-30

CONSOLIDATED STATEMENT OF OPERATIONS
In accordance with United States GAAP
For the year ended December 31, 2002

	Vidéotron Ltée			Subsidiary guarantors		Subsidiary non-guarantors			Adjustments and eliminations			Consolidated
	(in thousands of Canadian dollars)
Revenues	$	432,111		$	211,569	$	165,482		$	(28,122	)	$	781,040
Direct cost		156,081			57,144		48,409			(2,590	)		259,044
Operating and administrative expenses		178,868			76,275		56,569			(25,760	)		285,952
Depreciation and amortization		83,901			36,393		17,721			(328	)		137,687
Financial expenses		57,588			6,262		10,556			(1,556	)		72,850
Impairment of goodwill		1,613,220			—		390,780			—			2,004,000
Other items		493			—		113			—			606
(Loss) income before the undernoted		(1,658,040	)		35,495		(358,666	)		2,112			(1,979,099	)
Income taxes		(16,414	)		10,153		11,427			—			5,166
		(1,641,626	)		25,342		(370,093	)		2,112			(1,984,265	)
Share in the results of a company subject to significant influence		(310	)		—		(666	)		976			—
Non-controlling interest		—			—		95			93			188
Net (loss) income	$	(1,641,316	)	$	25,342	$	(369,522	)	$	1,043		$	(1,984,453	)

F-31

CONSOLIDATED STATEMENT OF CASH FLOWS
In accordance with United States GAAP
For the year ended December 31, 2002

			Vidéotron Ltée			Subsidiary guarantors			Subsidiary non-guarantors			Adjustments and eliminations			Consolidated
			(in thousands of Canadian dollars)
Cash flows from operating activities:
	Net income (loss)		$	(1,641,316	)	$	25,342		$	(369,522	)	$	1,043		$	(1,984,453	)
	Items not involving cash:
		Depreciation and amortization		88,242			41,755			17,987			(328	)		147,656
		Future income taxes		(17,829	)		7,309			10,612			—			92
		Write-off of goodwill		1,613,220			—			390,780			—			2,004,000
		Gain on foreign currency denominated debt		—			—			(1,628	)		(583	)		(2,211	)
		Other		(1,392	)		1,041			1,010			96			755
	Changes in non-cash operating working capital			106,998			(52,045	)		(30,689	)		(486	)		23,778
				147,923			23,402			18,550			(258	)		189,617
Cash flows from investing activities:
	Acquisition of fixed assets			(49,993	)		(29,568	)		(12,853	)		—			(92,414	)
	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
				(49,239	)		(21,948	)		(14,632	)		258			(85,561	)
Cash flows from financing activities:
	Repayment of long-term debt			(155,868	)		—			(3,409	)		—			(159,277	)
	Other			—			—			(95	)		—			(95	)
				(155,868	)		—			(3,504	)		—			(159,372	)
Net increase (decrease) in cash and cash equivalents				(57,184	)		1,454			414			—			(55,316	)
Cash and cash equivalents, beginning of year				71,039			(2,325	)		698			—			69,412
Cash and cash equivalents, end of year			$	13,855		$	(871	)	$	1,112		$	—		$	14,096

F-32

CONSOLIDATED BALANCE SHEET
In accordance with United States GAAP
As at December 31, 2003

		Vidéotron Ltée			Subsidiary guarantors		Subsidiary non- guarantors			Adjustments and eliminations			Consolidated
		(in thousands of Canadian dollars)
Assets
Current assets:
	Cash and cash equivalents	$	27,772		$	89	$	468		$	—		$	28,329
	Marketable securities		22,100			—		1,030			—			23,130
	Accounts receivable		63,125			5,464		499			—			69,088
	Amounts receivable from affiliated companies		86,109			127,157		335,968			(549,129	)		105
	Income taxes receivable		—			4,950		1,585			—			6,535
	Inventories and prepaid expenses		14,615			14,881		640			—			30,136
	Future income taxes		7,451			1,999		1,312			—			10,762
			221,172			154,540		341,502			(549,129	)		168,085
Fixed assets			743,100			81,285		225,206			(489	)		1,049,102
Goodwill			1,399,533			631,239		396,844			233,711			2,661,327
Other assets			470,170			407		4,411			(458,963	)		16,025
Future income taxes			2,063			2,813		—			500			5,376
Total assets		$	2,836,038		$	870,284	$	967,963		$	(774,370	)	$	3,899,915
Liabilities and Shareholder's Equity
Current liabilities:
	Issued and outstanding cheques	$	2,584		$	416	$	51		$	—		$	3,051
	Accounts payable and accrued liabilities		127,805			32,847		31,084			(27	)		191,709
	Amounts payable to a company under common control		210,192			98,642		258,623			(549,102	)		18,355
	Deferred revenue and prepaid services		50,536			18,900		19,879			—			89,315
	Income taxes payable		310			7,784		45			—			8,139
	Current portion of long-term debt		50,000			—		—			—			50,000
			441,427			158,589		309,682			(549,129	)		360,569
Retractable preferred shares			2,000			—		—			—			2,000
Future income taxes			123,138			4,763		47,373			—			175,274
Long-term debt			887,401			—		123,984			(23,368	)		988,017
Non-controlling interest in a subsidiary			—			—		10			693			703
			1,453,966			163,352		481,049			(571,804	)		1,526,563
Shareholder's Equity:
	Capital shares		173,236			43,427		235,025			(278,452	)		173,236
	Contributed surplus		3,476,551			643,065		660,187			(25,369	)		4,754,434
	Deficit		(2,266,499	)		20,440		(407,744	)		101,255			(2,552,548	)
	Other comprehensive loss		(1,216	)		—		(554	)		—			(1,770	)
			1,382,072			706,932		486,914			(202,566	)		2,373,352
		$	2,836,038		$	870,284	$	967,963		$	(774,370	)	$	3,899,915

F-33

CONSOLIDATED STATEMENT OF OPERATIONS
In accordance with United States GAAP
For the year ended December 31, 2003

	Vidéotron Ltée			Subsidiary guarantors			Subsidiary non- guarantors			Adjustments and eliminations			Consolidated
	(in thousands of Canadian dollars)
Revenues	$	424,904		$	245,920		$	159,945		$	(25,768	)	$	805,001
Direct cost		162,244			37,449			47,906			(1,632	)		245,967
Operating and administrative expenses		139,858			103,718			61,103			(23,875	)		280,804
Depreciation and amortization		82,468			33,048			17,794			(307	)		133,003
Financial expenses		79,425			(1,557	)		(13,555	)		(1,889	)		62,424
Other items		—			—			—			—			—
(Loss) income before the undernoted		(39,091	)		73,262			46,697			1,935			82,803
Income taxes		(14,811	)		25,656			11,908			1,326			24,079
		(24,280	)		47,606			34,789			609			58,724
Share in the results of a company subject to significant influence		6,470			—			77			(6,547	)		—
Non-controlling interest		—			—			—			(49	)		(49	)
Net (loss) income	$	(17,810	)	$	47,606		$	34,866		$	(5,987	)	$	58,675

F-34

CONSOLIDATED STATEMENT OF CASH FLOWS
In accordance with United States GAAP
For the year ended December 31, 2003

			Vidéotron Ltée			Subsidiary guarantors			Subsidiary non- guarantors			Adjustments and eliminations			Consolidated
			(in thousands of Canadian dollars)
Cash flows from operating activities:
	Net income (loss)		$	(17,810	)	$	47,606		$	34,866		$	(5,987	)	$	58,675
	Items not involving cash:
		Depreciation and amortization		86,340			37,250			17,484			(307	)		140,767
		Net premium and write-off of financing cost upon early redemption of long-term debt		17,094			—			—			—			17,094
		Future income taxes		(16,361	)		14,592			10,459			1,326			10,016
		Adjustment of goodwill		2,012			—			488			—			2,500
		Loss on disposal of fixed assets		(110	)		18,507			50			—			18,447
		Gain on foreign currency denominated debt		(1,649	)		—			(21,251	)		(723	)		(23,623	)
		Share in the results of a company		(6,470	)		—			(77	)		6,547			—
		Other		102			(148	)		1,729			(811	)		872
	Changes in non-cash operating working capital			63,759			(71,359	)		(23,225	)		(45	)		(30,870	)
				126,907			46,448			20,523			—			193,878
Cash flows from investing activities:
	Acquisition of fixed assets			(54,598	)		(21,154	)		(19,879	)		5,347			(90,284	)
	Disbursements for deferred charges			—			(113	)		—			—			(113	)
	Acquisition of short-term investments			(22,100	)		—			(1,030	)		—			(23,130	)
	Proceeds from disposal of fixed assets			5,651			3,494			27			(5,347	)		3,825
	Proceeds from investment			7,231			(7,231	)		—			—			—
	Other			—			(900	)		—			—			(900	)
				(63,816	)		(25,904	)		(20,882	)		—			(110,602	)
Cash flows from financing activities:
	Repayment of long-term debt			(1,033,321	)		—			(24	)		—			(1,033,345	)
	Issuance of long-term debt			1,038,732			—			—			—			1,038,732
	Financing cost on long-term debt			(9,086	)		—			—			—			(9,086	)
	Recouping fees and termination swaps			(48,375	)		—			—			—			(48,375	)
	Dividends to parent company			(19,956	)		—			—			—			(19,956	)
	Other			20,248			(20,000	)		(312	)		—			(64	)
				(51,758	)		(20,000	)		(336	)		—			(72,094	)
Net increase (decrease) in cash and cash equivalents				11,333			544			(695	)		—			11,182
Cash and cash equivalents, beginning of year				13,855			(871	)		1,112			—			14,096
Cash and cash equivalents, end of year			$	25,188		$	(327	)	$	417		$	—		$	25,278

F-35

CONSOLIDATED STATEMENT OF OPERATIONS
In accordance with United States GAAP
For the year ended December 31, 2004

	Vidéotron Ltée			Subsidiary guarantors			Subsidiary non- guarantors			Adjustments and eliminations			Consolidated
	(in thousands of Canadian dollars)
Revenues	$	439,463		$	282,872		$	168,315		$	(9,678	)	$	880,972
Direct cost		162,467			31,481			56,755			(261	)		250,442
Operating and administrative expenses		123,412			131,734			45,203			(9,417	)		290,932
Depreciation and amortization		85,157			37,111			20,317			—			142,585
Financial expenses		(13,857	)		153,145			27,364			(1,200	)		165,452
Dividend income from related companies		—			(121,824	)		(16,658	)		27,427			(111,055	)
Income (loss) before the undernoted		82,284			51,225			35,334			(26,227	)		142,616
Income taxes		20,620			(21,436	)		2,407			230			1,821
		61,664			72,661			32,927			(26,457	)		140,795
Share in the results of a company subject to significant influence		10,628			—			138			(10,766	)		—
Non-controlling interest		—			—			(1	)		(99	)		(100	)
Net income (loss)	$	72,292		$	72,661		$	33,064		$	(37,322	)	$	140,695

F-36

CONSOLIDATED STATEMENT OF CASH FLOWS
In accordance with United States GAAP
For the year ended December 31, 2004

			Vidéotron Ltée			Subsidiary guarantors			Subsidiary non- guarantors			Adjustments and eliminations			Consolidated
			(in thousands of Canadian dollars)
Cash flows from operating activities:
	Net loss		$	72,292		$	72,661		$	33,064		$	(37,322	)	$	140,695
	Items not involving cash:
		Depreciation and amortization		86,290			40,451			20,314			—			147,055
		Future income taxes		19,607			(21,667	)		1,565			230			(265	)
		Loss on disposal of fixed assets		9,274			439			3,461			—			13,174
		Loss on foreign currency denominated debt		—			—			1,332			(34	)		1,298
		Shares in the results of a company subject to significant influence		(10,628	)		—			(138	)		10,766			—
		Other		(17,190	)		(83	)		1,553			(1,067	)		(16,787	)
	Changes in non-cash operating working capital			(13,859	)		4,045			33,740			—			23,926
				145,786			95,846			94,891			(27,427	)		309,096
Cash flows from investing activities:
	Acquisition of fixed assets			(70,842	)		(41,753	)		(24,098	)		13,663			(123,030	)
	Acquisition of other assets			—			(412	)		—			—			(412	)
	Proceeds on disposals of fixed assets			722			13,829			558			(13,663	)		1,446
	Acquisition of videos stores assets			—			(7,162	)		—			—			(7,162	)
	Proceeds on disposal (acquisition) of market securities			2,100			—			(220	)		—			1,880
	Acquisition of shares of affiliated company			—			(1,100,000	)		(165,000	)		165,000			(1,100,000	)
	Proceeds from disposal of shares of affiliated company			—			1,100,000			165,000			(165,000	)		1,100,000
	Other			70,000			—			(70,010	)		—			(10	)
				1,980			(35,498	)		(93,770	)		—			(127,288	)
Cash flows from financing activities:
	Repayment of long-term debt			(355,630	)		—			—			—			(355,630	)
	Issuance of long-term debt			396,244			—			—			—			396,244
	Financing cost on long-term debt			(6,401	)		—			—			—			(6,401	)
	Increase in long-term intercompany loan from affiliated company			—			935,000			165,000			—			1,100,000
	Repayment of long-term intercompany loan from affiliated company			—			(935,000	)		(165,000	)		—			(1,100,000	)
	Redemption of retractable preferred shares			(3,660	)		(165,000	)		—			165,000			(3,660	)
	Dividends to parent company			(171,002	)		(61,658	)		—			27,427			(205,233	)
	Issuance of preferred shares			—			165,000			—			(165,000	)		—
	Other			311			—			(390	)		—			(79	)
				(140,138	)		(61,658	)		(390	)		27,427			(174,759	)
Net increase (decrease) in cash				7,628			(1,310	)		731			—			7,049
Cash and cash equivalents, beginning of year				25,188			(327	)		417			—			25,278
Cash and cash equivalents, end of year			$	32,816		$	(1,637	)	$	1,148		$	—		$	32,327

F-37

CONSOLIDATED BALANCE SHEET
In accordance with United States GAAP
As at December 31, 2004

		Vidéotron Ltée			Subsidiary guarantors		Subsidiary non- guarantors			Adjustments and eliminations			Consolidated
		(in thousands of Canadian dollars)
Assets
Current assets:
	Cash and cash equivalents	$	34,810		$	108	$	1,312		$	—		$	36,230
	Marketable securities		20,000			—		1,250			—			21,250
	Accounts receivable		81,589			8,213		686			—			90,488
	Amounts receivable from affiliated companies		133,598			27,834		277,053			(438,480	)		5
	Income taxes receivable		8,526			79		19			—			8,624
	Inventories and prepaid expenses		11,488			23,461		601			—			35,550
	Future income taxes		49,589			184		8,455			—			58,228
			339,600			59,879		289,376			(438,480	)		250,375
Fixed assets			761,758			32,455		225,081			(489	)		1,018,805
Goodwill			1,903,756			67,940		376,844			233,711			2,582,251
Other assets			441,324			136,351		3,616			(558,433	)		22,858
Future income taxes			22,179			1,111		—			269			23,559
Total assets		$	3,468,617		$	297,736	$	894,917		$	(763,422	)	$	3,897,848
Liabilities and Shareholder's Equity
Current liabilities:
	Issued and outstanding cheques	$	1,994		$	1,745	$	164		$	—		$	3,903
	Accounts payable and accrued liabilities		214,309			32,402		25,881			(5	)		272,587
	Amounts payable to affiliated companies		102,426			138,350		249,417			(438,475	)		51,718
	Deferred revenue and prepaid services		83,105			—		22,305			—			105,410
	Income taxes payable		33			1,343		267			—			1,643
			401,867			173,840		298,034			(438,480	)		435,261
Deferred revenue			4,480			—		1,724			—			6,204
Future income taxes			129,310			3,054		36,268			—			168,632
Long-term debt			941,910			—		116,840			(24,568	)		1,034,182
Non-controlling interest in a subsidiary			—			—		—			706			706
			1,477,567			176,894		452,866			(462,342	)		1,644,985
Shareholder's Equity:
	Capital shares		306,235			31,559		165,025			(329,583	)		173,236
	Contributed surplus		3,983,147			81,725		652,298			(3,389	)		4,713,781
	(Deficit) retained earnings		(2,283,016	)		7,558		(375,180	)		31,892			(2,618,746	)
	Other comprehensive loss		(15,316	)		—		(92	)		—			(15,408	)
			1,991,050			120,842		442,051			(301,080	)		2,252,863
		$	3,468,617		$	297,736	$	894,917		$	(763,422	)	$	3,897,848

F-38

VIDÉOTRON LTÉE

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

Six-month periods ended June 30, 2004 and 2005
(in thousands of Canadian dollars)
(Unaudited)

		2004			2005
Operating revenues:
	Cable television	$	283,312		$	302,502
	Internet		105,991			129,311
	Video stores		20,460			25,800
	Other		9,354			15,556
			419,117			473,169
Operating expenses:
	Direct costs		124,394			127,867
	Operating, general and administrative expenses		130,937			158,189
			255,331			286,056
Operating income before the undernoted			163,786			187,113
Depreciation and amortization			63,315			62,484
Financial expenses (note 2)			91,461			33,081
Dividend income from parent company			(55,210	)		—
Other item			—			(387	)
Income before income taxes and non-controlling interest			64,220			91,935
Income taxes (note 3):
	Current		(204	)		2,089
	Future		4,780			26,062
			4,576			28,151
			59,644			63,784
Non-controlling interest in a subsidiary			43			35
Net income		$	59,601		$	63,749

See accompanying notes to unaudited interim consolidated financial statements.

F-39

VIDÉOTRON LTÉE

INTERIM CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY

Six-month periods ended June 30, 2004 and 2005
(in thousands of Canadian dollars)
(Unaudited)

	Common capital stock		Contributed surplus			Deficit			Total shareholder's equity
Balance as at December 31, 2003	$	173,236	$	362,210		$	(464,629	)	$	70,817
Excess of the preferred share retractable value over the stated capital		—		—			(1,660	)		(1,660	)
Net income		—		—			59,601			59,601
Dividend		—		—			(38,246	)		(38,246	)
Balance as at June 30, 2004		173,236		362,210			(444,934	)		90,512
Transfer of tax deductions from a company controlled by the ultimate parent company		—		(66	)		—			(66	)
Transfer of tax deduction from the the parent company		—		26,800			—			26,800
Net income		—		—			87,771			87,771
Dividend		—		—			(166,987	)		(166,987	)
Balance as at December 31, 2004		173,236		388,944			(524,150	)		38,030
Transfer of tax deductions from a company controlled by the ultimate parent company (note 3)		—		16			—			16
Net income		—		—			63,749			63,749
Dividend		—		—			(10,000	)		(10,000	)
Balance as at June 30, 2005	$	173,236	$	388,960		$	(470,401	)	$	91,795

See accompanying notes to unaudited interim consolidated financial statements.

F-40

VIDÉOTRON LTÉE

CONSOLIDATED BALANCE SHEETS

As at December 31, 2004 and June 30, 2005
(in thousands of Canadian dollars)
(Unaudited)

		December 31, 2004			June 30, 2005
		(Audited)
Assets
Current assets:
	Cash and cash equivalents	$	36,230		$	87,989
	Marketable securities		21,250			—
	Accounts receivable		90,488			86,056
	Amounts receivable from affiliated companies		5			—
	Income taxes receivable		8,624			3,939
	Inventories		30,151			29,167
	Prepaid expenses		5,399			9,035
	Future income taxes		58,228			56,088
			250,375			272,274
Fixed assets			884,003			889,618
Goodwill			438,426			438,678
Other assets			34,498			35,005
Future income taxes			23,559			1,853
		$	1,630,861		$	1,637,428
Liabilities and Shareholder's Equity
Current liabilities:
	Issued and outstanding cheques	$	3,903		$	14,052
	Accounts payable and accrued liabilities		194,890			155,748
	Amounts payable to affiliated companies		51,718			41,728
	Deferred revenue		105,410			98,841
	Income taxes payable		1,643			405
			357,564			310,774
Deferred revenue			15,558			17,429
Forward exchange contract and interest rate swaps			57,249			37,319
Future tax liabilities			122,846			124,657
Long-term debt (note 4)			1,038,908			1,054,837
Non-controlling interest in subsidiaries			706			617
			1,592,831			1,545,633
Shareholder's equity:
	Common shares (note 5)		173,236			173,236
	Contributed surplus		388,944			388,960
	Deficit		(524,150	)		(470,401	)
			38,030			91,795
		$	1,630,861		$	1,637,428
Contingencies (note 8)
Subsequent event (note 9)

See accompanying notes to unaudited interim consolidated financial statements.

F-41

VIDÉOTRON LTÉE

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

Six-month periods ended June 30, 2004 and 2005
(in thousands of Canadian dollars)
(Unaudited)

			2004			2005
Cash flows from operating activities:
	Net income		$	59,601		$	63,749
	Adjustments for the following items:
		Depreciation and amortization		65,928			67,585
		Future income taxes		4,780			26,062
		Non-controlling interest in a subsidiary		43			35
		Amortization of debt premium and discount		(383	)		(1,403	)
		Change in fair value of interest rate swaps		—			273
		Loss (gain) on disposal of fixed assets		10,855			(206	)
		Loss (gain) on foreign currency denominated debt		4,460			356
		Other items		(3	)		—
	Cash flows from operations			145,281			156,451
	Changes in non-cash operating items:
		Accounts receivable		(12,007	)		4,461
		Current income taxes		(9,888	)		3,813
		Net amounts receivable and payable from/to affiliated companies		(1,093	)		24,404
		Inventories		2,592			993
		Prepaid expenses		(6,132	)		(3,635	)
		Accounts payable and accrued liabilities		(21,957	)		(35,899	)
		Deferred revenue		6,322			(4,698	)
		Other assets		(6,850	)		(7,161	)
				(49,013	)		(17,722	)
	Cash flows from operating activities			96,268			138,729
Cash flows from investing activities:
	Acquisition of fixed assets			(60,516	)		(70,955	)
	Net change in other assets			(179	)		(317	)
	Acquisition of goodwill			(92	)		—
	Proceeds on disposal of fixed assets and investments			814			479
	Acquisition of shares of parent company			(1,100,000	)		—
	Proceeds on disposal of marketable securities			23,131			21,250
	Payment of tax deductions to the parent company			—			(35,200	)
	Net disposal of video store assets			—			64
	Acquisition of non-controlling interest			(10	)		—
	Cash flows used in investing activities			(1,136,852	)		(84,679	)
Cash flows from financing activities:
	Repayment of long-term debt			(25,000	)		—
	Financing costs on long-term debt			(1,195	)		—
	Increase in long-term intercompany loan from parent company			1,100,000			—
	Settlement of interest rate swaps			—			(2,314	)
	Redemption of shares			(3,660	)		—
	Dividend to parent company			(38,246	)		(10,000	)
	Other			—			(126	)
	Cash flows from (used in) financing activities			1,031,899			(12,440	)
Net change in cash and cash equivalents				(8,685	)		41,610
Cash and cash equivalents at beginning of period				25,278			32,327
Cash and cash equivalents at end of period			$	16,593		$	73,937
Cash and cash equivalents are comprised of:
	Cash and cash equivalents		$	18,043		$	87,989
	Issued and outstanding cheques			(1,450	)		(14,052	)
			$	16,593		$	73,937

See accompanying notes to unaudited interim consolidated financial statements.

F-42

VIDÉOTRON LTÉE

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Six-month periods ended June 30, 2004 and 2005
(in thousands of Canadian dollars)

1.     BASIS OF PRESENTATION AND ACCOUNTING CHANGES:

The Company is a cable services provider in the Province of Québec for pay-television services, Internet access and telephony. It also operates the largest chain of video stores in Québec and a chain of video stores in Ontario and in the Atlantic provinces.

The accompanying unaudited interim consolidated 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 consolidated financial statements. These unaudited interim consolidated 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, 2004 audited consolidated financial statements and the notes below.

2.     FINANCIAL EXPENSES:

		2004			2005
Third parties:
	Interest on long-term debt	$	29,083		$	29,977
	Amortization of deferred financing costs		643			956
	Amortization of debt premium and discount		(383	)		(1,403	)
	Change in fair value of interest rate swaps		—			273
	Loss on foreign currency denominated debt		4,460			710
	Loss (gain) on foreign currency denominated short-term monetary items		443			(12	)
	Bank fees		781			—
	Other interest and penalty charges		345			128
			35,372			30,629
	Interest income		(490	)		(851	)
			34,882			29,778
Parent company:
	Interest expense		56,579			3,303
		$	91,461		$	33,081

The interest paid in the six-month periods ended June 30, 2004 and 2005 amounted to $73.3 million and $35.8 million, respectively.

3.     INCOME TAXES:

The following schedule reconciles income taxes computed on income before income taxes and non-controlling interest in a subsidiary, based on the consolidated basic income tax rate and the effective income tax rate:

		2004			2005
Income taxes based on the combined federal and provincial basic income tax rate of 31.02% (2004 — 31.02%)		$	19,985		$	28,518
Change due to the following items:
	Federal large corporation taxes		1,215			1,214
	Non-deductible charges and/or loss deductible at a lower rate for which the tax benefit was not recorded		891			(164	)
	Non-taxable dividend from the parent company		(17,115	)		—
	Other		(400	)		(1,417	)
		$	4,576		$	28,151

Income taxes paid in the six-month periods ended June 30, 2004 and 2005 amounted to $9.7 million and $2.6 million, respectively.

During the period ended June 30, 2005, the Company obtained from a company under common control of the ultimate parent company, income tax deductions of $0.77 million, of which $0.37 million is recorded as income taxes receivable and $0.4 million as future income tax assets. The consideration payable to this company under common control amounts to $0.75 million. This transaction allows the Company to realize a gain of $0.02 million which has been credited to contributed surplus.

F-43

4.     LONG-TERM DEBT:

	December 31, 2004		June 30, 2005
Senior Secured First Priority Notes	$	92,271	$	93,553
Senior Notes		796,637		811,284
Subordinated loan — Quebecor Media Inc.		150,000		150,000
Long-term portion of the long-term debt	$	1,038,908	$	1,054,837

Subordinated loan to a subsidiary — Quebecor Media Inc.:

The amount of interest owed to Quebecor Media Inc. as at December 31, 2004 and June 30, 2005 amounted to $10.7 million and $14.0 million, respectively, and is accounted for in the amounts payable to affiliated companies.

5.     SHARE CAPITAL:

			December 31, 2004		June 30, 2005
Issued and paid:
	11,174,813 common shares		$	173,236	$	173,236
	170,000 preferred shares, Series G
		(133,000 as of December 31, 2004)		—		—
			$	173,236	$	173,236

The preferred shares Series G are owned by Groupe de Divertissement SuperClub Inc., a wholly-owned subsidiary of the Company, and were issued for a cash consideration totaling $133.0 million in 2004. Series G shares were eliminated upon consolidation.

On April 18, 2005, Vidéotron Ltée issued 57,000 preferred shares, Series G, to Groupe de Divertissement Superclub Inc., a wholly-owned subsidiary of Le Superclub Vidéotron Ltée, for a total cash consideration of $57.0 million. On the same date, Vidéotron Ltée redeemed 20,000 preferred shares, Series G, from Groupe de Divertissement Superclub Inc. for a total cash consideration of $20.0 million.

6.     EMPLOYEE FUTURE BENEFITS:

The following table presents the Company's net benefit costs:

	2004		2005
Net benefit	$	2,564	$	3,016

7.     SIGNIFICANT DIFFERENCES BETWEEN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) IN CANADA AND THE UNITED STATES:

The interim consolidated 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 significant differences between Canadian GAAP and US GAAP on the Company's consolidated financial statements, including disclosures that are required under US GAAP.

F-44

Consolidated Statements of Operations for the:

		2004			2005
Net income for the period based on Canadian GAAP		$	59,601		$	63,749
Adjustments:
	Push-down basis of accounting (i)		(3,869	)		(4,261	)
	Development and pre-operating costs (iii)		176			58
	Accounting for derivative instruments and hedging activities (iv)		6,514			5,279
	Income taxes (v)		(55	)		(18	)
Net income for the period based on US GAAP			62,367			64,807
Other comprehensive income (loss) (vi)
	Accounting for derivative instruments and hedging activities (iv)		(5,180	)		(10,152	)
Comprehensive income based on US GAAP		$	57,187		$	54,655
Accumulated other comprehensive loss at beginning of period		$	(1,770	)	$	(15,408	)
Change in the period			(5,180	)		(10,152	)
Accumulated other comprehensive loss at end of period		$	(6,950	)	$	(25,560	)

Consolidated Shareholder's Equity

		December 31, 2004			June 30, 2005
Shareholder's equity based on Canadian GAAP		$	38,030		$	91,795
Cumulative adjustments:
	Push-down basis of accounting (i)		4,235,626			4,231,365
	Goodwill impairment (ii)		(2,004,000	)		(2,004,000	)
	Development and pre-operating costs (iii)		(1,656	)		(1,598	)
	Accounting for derivative instruments and hedging activities (iv)		(15,559	)		(20,432	)
	Income taxes (v)		514			496
	Pension and postretirement benefits (vii)		(92	)		(92	)
Shareholder's equity based on US GAAP		$	2,252,863		$	2,297,534

(i)

Push-down basis of accounting

The basis of accounting used in the preparation of this reconciliation of Canadian GAAP to US GAAP reflects the push-down resulting from the acquisition of the Company and its subsidiaries on October 23, 2000 by Quebecor Media Inc. 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 consolidated 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 was recorded for a total amount of $22.6 million;



(c)

Accrued charges increased by $40.3 million;



(d)

Future income tax liability increased by $24.9 million; and

F-45

(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 to contributed surplus. In 2004, the Company and its parent materialized income tax benefits in the amount of $84.3 million which had not been recognized at the date of acquisition. Therefore, goodwill has been decreased by $84.3 million, contributed surplus has been decreased by $67.4 million and income tax expenses for US GAAP purposes have been increased by $16.9 million.



(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". The determination of the impairment under US GAAP is based on the goodwill recognized as a result of the push-down discussed in (i) above.

(iii)

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.

(iv)

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 instruments 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 or other comprehensive income based on whether a hedging relationship has been established which qualifies as a hedging relationship under US GAAP.

(v)

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.

(vi)

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 related to the accrued pension benefit liability, representing the excess of the accumulated pension benefit obligation as compared to the fair value of plan assets and to changes in the derivative fair values of contracts that are designated effective and qualify as cash flow hedges.

(vii)

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".

F-46

(viii)

Guaranteed debt

The consolidated 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 are guaranteed by specific subsidiaries of the Company (the "Subsidiary Guarantors"). The accompanying condensed consolidated financial information as at December 31, 2004 and June 30, 2004 and the three-month and six-month periods ended June 30, 2004 have been prepared in accordance with US GAAP. The information under the column headed "Consolidated 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" is Le Superclub Vidéotron Ltée and its subsidiary, Groupe de Divertissement Superclub Inc.

The "Subsidiary Non-Guarantors" are CF Cable TV Inc., Vidéotron (Régional) Ltée and Société d'Édition et de Transcodage T.E. Ltée. CF Cable TV Inc. and Vidéotron (Régional) Ltée became subsidiary guarantors in July 2005.

F-47

CONSOLIDATED BALANCE SHEET
As at December 31, 2004

		Vidéotron Ltée			Subsidiary guarantors		Subsidiary non-guarantors			Adjustments and eliminations			Consolidated
Assets
Current assets:
	Cash and cash equivalents	$	34,810		$	108	$	1,312		$	—		$	36,230
	Marketable securities		20,000			—		1,250			—			21,250
	Accounts receivable		81,589			8,213		686			—			90,488
	Amounts receivable from affiliated companies		133,598			27,834		277,053			(438,480	)		5
	Income taxes receivable		8,526			79		19			—			8,624
	Inventories and prepaid expenses		11,488			23,461		601			—			35,550
	Future income taxes		49,589			184		8,455			—			58,228
			339,600			59,879		289,376			(438,480	)		250,375
Fixed assets			761,758			32,455		225,081			(489	)		1,018,805
Goodwill			1,903,756			67,940		376,844			233,711			2,582,251
Other assets			441,324			136,351		3,616			(558,433	)		22,858
Future income taxes			22,179			1,111		—			269			23,559
Total assets		$	3,468,617		$	297,736	$	894,917		$	(763,422	)	$	3,897,848
Liabilities and Shareholder's Equity
Current liabilities:
	Issued and outstanding cheques	$	1,994		$	1,745	$	164		$	—		$	3,903
	Accounts payable and accrued liabilities		214,309			32,402		25,881			(5	)		272,587
	Amounts payable to affiliated companies		102,426			138,350		249,417			(438,475	)		51,718
	Deferred revenue and prepaid services		83,105			—		22,305			—			105,410
	Income taxes payable		33			1,343		267			—			1,643
			401,867			173,840		298,034			(438,480	)		435,261
Deferred revenue			4,480			—		1,724			—			6,204
Future income taxes			129,310			3,054		36,268			—			168,632
Long-term debt			941,910			—		116,840			(24,568	)		1,034,182
Non-controlling interest in a subsidiary			—			—		—			706			706
			1,477,567			176,894		452,866			(462,342	)		1,644,985
Shareholder's Equity:
	Share capital		306,235			31,559		165,025			(329,583	)		173,236
	Contributed surplus		3,983,147			81,725		652,298			(3,389	)		4,713,781
	(Deficit) retained earnings		(2,283,016	)		7,558		(375,180	)		31,892			(2,618,746	)
	Other comprehensive loss		(15,316	)		—		(92	)		—			(15,408	)
			1,991,050			120,842		442,051			(301,080	)		2,252,863
		$	3,468,617		$	297,736	$	894,917		$	(763,422	)	$	3,897,848

F-48

CONSOLIDATED STATEMENT OF OPERATIONS
For the six-month period ended June 30, 2004

	Vidéotron Ltée			Subsidiary guarantors			Subsidiary non-guarantors			Adjustments and eliminations			Consolidated
Revenues	$	237,643		$	138,643		$	91,237		$	(43,806	)	$	423,717
Direct costs		80,431			13,856			30,568			(461	)		124,394
Operating and administrative expenses		87,625			59,703			31,672			(43,345	)		135,655
Depreciation and amortization		40,779			19,355			9,257			—			69,391
Financial expenses		(4,144	)		71,839			17,512			(393	)		84,814
Dividend income from related companies		—			(59,631	)		(8,281	)		12,702			(55,210	)
Income (loss) before the undernoted		32,952			33,521			10,509			(12,309	)		64,673
Income taxes		8,458			(7,953	)		1,758			—			2,263
		24,494			41,474			8,751			(12,309	)		62,410
Share in the results of a company subject to significant influence		4,852			—			58			(4,910	)		—
Non-controlling interest		—			—			(1	)		(42	)		(43	)
Net income (loss)	$	29,346		$	41,474		$	8,808		$	(17,261	)	$	62,367

F-49

CONSOLIDATED STATEMENT OF CASH FLOWS
For the six-month period ended June 30, 2004

			Vidéotron Ltée			Subsidiary guarantors			Subsidiary non-guarantors			Adjustments and eliminations			Consolidated
Cash flows from operating activities:
	Net income (loss)		$	29,346		$	41,474		$	8,808		$	(17,261	)	$	62,367
	Adjustments for:
		Depreciation and amortization		41,289			19,355			9,257			—			69,901
		Future income taxes		7,671			(6,101	)		897			—			2,467
		Loss on foreign denominated debt		—			—			4,363			97			4,460
		Other		(7,012	)		2,286			3,750			4,360			3,384
	Net change in non-cash operating working capital			(109,764	)		9,411			55,884			6			(44,463	)
				(38,470	)		66,425			82,959			(12,798	)		98,116
Cash flows from investing activities:
	Acquisition of fixed assets			(39,508	)		(21,343	)		(12,783	)		11,152			(62,482	)
	Net change in deferred charges			—			(61	)		—			—			(61	)
	Acquisition of goodwill			—			(92	)		—			—			(92	)
	Proceeds on disposals of fixed assets			424			11,276			266			(11,152	)		814
	Proceeds on disposal of short-term investments			22,100			—			1,031			—			23,131
	Acquisition of shares of parent company			—			(1,100,000	)		—			—			(1,100,000	)
	Other			70,000			—			(70,010	)		—			(10	)
				53,016			(1,110,220	)		(81,496	)		—			(1,138,700	)
Cash flows from financing activities:
	Repayment of long-term debt			(25,000	)		—			—			—			(25,000	)
	Financing cost on long-term debt			(1,195	)		—			—			—			(1,195	)
	Increase in long-term intercompany loan from parent company			—			1,100,000			—			—			1,100,000
	Redemption of retractable preferred shares			(3,660	)		—			—			—			(3,660	)
	Dividends			2,237			(53,281	)		—			12,798			(38,246	)
				(27,618	)		1,046,719			—			12,798			1,031,899
Net (decrease) increase in cash				(13,072	)		2,924			1,463			—			(8,685	)
Cash and cash equivalents, beginning of period				25,188			(327	)		417			—			25,278
Cash and cash equivalents, end of period			$	12,116		$	2,597		$	1,880		$	—		$	16,593

F-50

CONSOLIDATED BALANCE SHEET
As at June 30, 2005

		Vidéotron Ltée			Subsidiary guarantors		Subsidiary non-guarantors			Adjustments and eliminations			Consolidated
Assets
Current assets:
	Cash and cash equivalents	$	79,783		$	6,392	$	1,814		$	—		$	87,989
	Accounts receivable		79,329			6,215		512			—			86,056
	Amounts receivable from affiliated companies		174,836			—		44,282			(219,118	)		—
	Income taxes receivable		3,729			25		185			—			3,939
	Inventories and prepaid expenses		31,521			5,146		1,535			—			38,202
	Future income taxes		49,529			300		6,259			—			56,088
			418,727			18,078		54,587			(219,118	)		272,274
Fixed assets			789,216			4,691		224,632			(489	)		1,018,050
Goodwill			1,903,755			68,193		376,844			233,711			2,582,503
Other assets			403,216			173,492		3,490			(559,381	)		20,817
Future income taxes			—			1,853		—			—			1,853
Total assets		$	3,514,914		$	266,307	$	659,553		$	(545,277	)	$	3,895,497
Liabilities and Shareholder's Equity
Current liabilities:
	Issued and outstanding cheques	$	5,615		$	8,363	$	74		$	—		$	14,052
	Accounts payable and accrued liabilities		176,016			11,899		27,342			(62	)		215,195
	Amounts payable to affiliated company		84,862			175,714		207			(219,055	)		41,728
	Deferred revenue		78,595			—		20,246			—			98,841
	Income taxes payable		326			36		43			—			405
			345,414			196,012		47,912			(219,117	)		370,221
Deferred revenue			3,982			—		1,354			—			5,336
Future tax liabilities			129,462			149		39,049			(175	)		168,485
Long-term debt			959,751			—		118,609			(25,056	)		1,053,304
Non-controlling interest in subsidiaries			—			—		—			617			617
			1,438,609			196,161		206,924			(243,731	)		1,597,963
Shareholder's equity:
	Common shares		343,234			1		165,025			(335,024	)		173,236
	Contributed surplus		4,009,054			55,025		653,119			(3,401	)		4,713,797
	Deficit (retained earnings)		(2,250,515	)		15,120		(365,423	)		36,879			(2,563,939	)
	Other comprehensive income		(25,468	)		—		(92	)		—			(25,560	)
			2,076,305			70,146		452,629			(301,546	)		2,297,534
		$	3,514,914		$	266,307	$	659,553		$	(545,277	)	$	3,895,497

F-51

CONSOLIDATED STATEMENT OF OPERATIONS
For the six-month period ended June 30, 2005

		Vidéotron Ltée		Subsidiary guarantors			Subsidiary non-guarantors		Adjustments and eliminations			Consolidated
	Revenues	$	364,267	$	26,313		$	86,459	$	(744	)	$	476,295
	Direct costs		91,264		9,189			27,519		(105	)		127,867
	Operating and administrative expenses		124,902		10,042			26,890		(639	)		161,195
	Depreciation and amortization		56,820		845			10,864		—			68,529
	Financial expenses		14,691		8,219			5,247		(488	)		27,669
	Dividend income from related companies		—		(8,279	)		—		8,279			—
	Income (loss) before the undernoted		76,590		6,297			15,939		(7,791	)		91,035
	Income taxes		21,350		(685	)		5,434		94			26,193
			55,240		6,982			10,505		(7,885	)		64,842
	Share in the results of a company subject to significant influence		—		—			—		—			—
	Non-controlling interest		7,119		—			49		(7,203	)		(35	)
Net income (loss)		$	62,359	$	6,982		$	10,554	$	(15,088	)	$	64,807

F-52

CONSOLIDATED STATEMENT OF CASH FLOWS
For the six-month period ended June 30, 2005

			Vidéotron Ltée			Subsidiary guarantors			Subsidiary non-guarantors			Adjustments and eliminations			Consolidated
Cash flows from operating activities:
	Net income (loss)		$	62,359		$	6,982		$	10,554		$	(15,088	)	$	64,807
	Adjustments for:
		Depreciation and amortization		59,670			2,336			11,491			—			73,497
		Future income taxes		19,703			(731	)		5,038			94			24,104
		Loss on disposal of assets		73			(285	)		6			—			(206	)
		Non-controlling interest in a subsidiary		(7,119	)		—			(49	)		7,203			35
		Amortization of debt premium and discount		(820	)		—			—			(583	)		(1,403	)
		Change in fair value of interest rate swap		273			—			—			—			273
		Gain on foreign denominated debt		(355	)		—			614			97			356
		Other		(7,764	)		—			805			—			(6,959	)
	Net change in non-cash operating working capital			(1,315	)		(3,608	)		(11,117	)		(2	)		(16,042	)
				124,705			4,694			17,342			(8,279	)		138,462
Cash flows from investing activities:
	Acquisition of fixed assets			(59,352	)		(1,196	)		(10,407	)		—			(70,955	)
	Proceeds on disposals of fixed assets			401			78			—			—			479
	Net change in other assets			(1	)		(49	)		—			—			(50	)
	Proceeds on disposal of marketable securities			20,000			—			1,250			—			21,250
	Net disposal of video store assets			—			64			—			—			64
	Payments of tax deductions to the parent company			(25,800	)		—			(9,400	)		—			(35,200	)
	Dividend from subsidiary			11,000			(11,000	)		—			—			—
	Cash transfer pursuant to the liquidation of a subsidiary			(533	)		533			—			—			—
				(54,285	)		(11,570	)		(18,557	)		—			(84,412	)
Cash flows from financing activities:
	Dividend to an affiliated company			(8,279	)		—			—			8,279			—
	Settlement of interest swaps			(2,314	)		—			—			—			(2,314	)
	Advance (from) to an affiliated company			(8,972	)		6,542			2,430			—			—
	Dividends to parent company			(10,000	)		—			—			—			(10,000	)
	Other			497			—			(623	)		—			(126	)
				(29,068	)		6,542			1,807			8,279			(12,440	)
Net increase (decrease) in cash				41,352			(334	)		592			—			41,610
Cash and cash equivalents, beginning of period				32,816			(1,637	)		1,148			—			32,327
Cash and cash equivalents, end of period			$	74,168		$	(1,971	)	$	1,740		$	—		$	73,937

8.     CONTINGENCIES:

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 Courts.

F-53

In the normal course of its business, the Company is party to various claims and lawsuits. Even though the outcome of these various pending cases as at June 30, 2005 cannot be determined with certainty, the Company believes that their outcome will not have a materially adverse impact on its operating results or financial position.

9.     SUBSEQUENT EVENT:

(a)

On July 15, 2005, the Company used its cash on hand and its Revolving Credit Facility to reimburse the aggregate principal amount of US$75.6 million of its subsidiary, CF Cable TV Inc., Senior Secured First Priority Notes, which bore interest at 9.125% and were due in 2007.

On the same date, Vidéotron Ltée paid a dividend of $100.0 million to its parent company, Québécor Média Inc.

(b)

On September 16, 2005, the Company issued and sold US$175 million aggregate principal amount of 6³/8% senior notes due December 15, 2015 to Banc of America Securities LLC, Citigroup Global Markets Inc., Scotia Capital (USA) Inc., Harris Nesbitt Corp., RBC Capital Markets Corporation, TD Securities (USA) LLC, CIBC World Markets Corp., Credit Suisse First Boston LLC, NBF Securities (USA) Corp., HSBC Securities (USA) Inc. and Desjardins Securities International Inc. as initial purchasers of such notes, and concurrently with the closing of this offering, the Company repaid its drawings under its revolving credit facility, paid a dividend to Quebecor Media and applied the balance of the proceeds of this offering to general corporate purposes.

10.   COMPARATIVE FIGURES:

Certain comparative figures have been reclassified from statements previously presented to conform to the presentation adopted in the current period.

F-54

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE BOARD OF DIRECTORS

        We have audited the balance sheets of Videotron Telecom Ltd. as at December 31, 2003 and 2004 and the statements of operations and deficit and cash flows for each of the years in the two-year period ended December 31, 2004. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2003 and 2004 and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2004 in accordance with Canadian generally accepted accounting principles.

        Canadian generally accepted accounting principles vary in certain significant respects from accounting principles generally accepted in the United States of America. Information relating to the nature and effect of such differences is presented in Note 19 to the financial statements.

Montréal, Canada	/s/ KPMG LLP
January 21, 2005	Chartered Accountants

F-55

VIDEOTRON TELECOM LTD.

STATEMENTS OF OPERATIONS AND DEFICIT

Years ended December 31, 2003 and 2004
(in thousands of Canadian dollars)

		2003			2004
Operating revenue		$	75,558		$	78,589
Direct costs			10,976			11,900
			64,582			66,689
Operating and administrative expenses (note 4)			47,261			44,435
Operating income before the undernoted			17,321			22,254
Depreciation and amortization (note 5)			35,866			33,647
Other (income) loss (note 6)			(1,423	)		110
Other items (note 7)			2,492			1,526
			36,935			35,283
Loss before income taxes			(19,614	)		(13,029	)
Income taxes (note 8):
	Current		612			428
	Future		(6,054	)		(3,935	)
			(5,442	)		(3,507	)
Net loss			(14,172	)		(9,522	)
Deficit at beginning of year			(78,038	)		(92,210	)
Acquisition and wind-up of a company under common control acquired in March 2004 (note 3)			—			(2,583	)
Deficit at end of year		$	(92,210	)	$	(104,315	)

See accompanying notes to financial statements.

F-56

VIDEOTRON TELECOM LTD.

BALANCE SHEETS

As at December 31, 2003 and 2004
(in thousands of Canadian dollars)

		2003			2004
Assets
Current assets:
	Accounts receivable (note 9)	$	14,113		$	15,523
	Amounts receivable from parent company		4,385			—
	Inventories		4,886			3,490
	Prepaid expenses		1,966			2,459
	Future tax assets (note 8)		1,665			353
			27,015			21,825
Fixed assets (note 10)			215,167			205,699
Future tax assets (note 8)			37,385			43,370
Other assets (note 11)			1,602			1,663
		$	281,169		$	272,557
Liabilities and Shareholder's Equity
Current liabilities:
	Bank indebtedness	$	920		$	747
	Accounts payable and accrued liabilities		18,546			18,755
	Accounts payable to affiliated companies (note 12)		1,067			4,228
	Deferred revenue		2,956			2,566
			23,489			26,296
Retractable preferred shares (note 13)			1,543			2,229
Shareholder's equity:
	Share capital (note 13)		344,212			160,357
	Contributed surplus (note 13)		4,135			187,990
	Deficit		(92,210	)		(104,315	)
			256,137			244,032
Commitments (note 15)
Contingencies (note 18)
		$	281,169		$	272,557

See accompanying notes to financial statements.

F-57

VIDEOTRON TELECOM LTD.

STATEMENTS OF CASH FLOWS

Years ended December 31, 2003 and 2004
(in thousands of Canadian dollars)

			2003			2004
Cash flows from operating activities:
	Net loss		$	(14,172	)	$	(9,522	)
	Adjustments for:
		Depreciation and amortization		35,866			33,647
		Future income taxes		(6,054	)		(3,935	)
		Write-down and write-off of assets (note 7)		2,492			—
		(Gain) loss on disposal and write-off of assets		(150	)		390
		Loss on exit of an operating lease at cease-use date (note 4 (b))		—			652
				17,982			21,232
	Net change in non-cash operating items (note 14 (a))			40			(178	)
				18,022			21,054
Cash flows from investing activities:
	Purchase of other assets			(80	)		(8	)
	Acquisition of fixed assets			(17,839	)		(21,423	)
	Proceeds from sale of fixed assets			295			1,544
	Acquisition of easements			—			(994	)
				(17,624	)		(20,881	)
Cash flows from financing activities:
	Repayment of obligations under capital lease			(161	)		—
Net decrease in bank indebtedness				237			173
Bank indebtedness, beginning of year				(1,157	)		(920	)
Bank indebtedness, end of year			$	(920	)	$	(747	)

See accompanying notes to financial statements.

F-58

VIDEOTRON TELECOM LTD.

NOTES TO FINANCIAL STATEMENTS

Years ended December 31, 2003 and 2004
(tabular amounts in thousands of Canadian dollars)

        The Company was incorporated under Part 1A of the Québec Companies Act and provides telecommunication services in the business sector.

1.     ACCOUNTING CHANGES:

(a)

Long-lived assets:

Effective January 1, 2004, the Company adopted the Canadian Institute of Chartered Accountants ("CICA") Handbook Section 3063, "Impairment of Long-Lived Assets". Long-lived assets, including fixed assets and intangible assets with finite useful lives, are amortized over their useful lives. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of a group of assets may not be recoverable. If the sum of undiscounted net cash flows expected to result from the use and eventual disposition of a group of assets is less than its carrying amount, it is considered to be impaired. An impairment loss is measured as the amount by which the carrying amount of the group of assets exceeds its fair value. During the year ended December 31, 2004, no such impairment had occurred.

(b)

Asset retirement obligation:

Effective January 1, 2004, the Company retroactively adopted CICA Handbook Section 3110 "Asset Retirement Obligation". The standard provides guidance for the recognition, measurement and disclosure of liabilities for asset retirement obligations and the associated asset retirement costs. The standard applies to legal obligations associated with the retirement of a tangible long-lived asset that result from their acquisition, construction, development or normal operations.

The standard requires the Company to record the fair value of a liability for an asset retirement obligation in the year in which it is incurred and when a reasonable estimate of fair value can be made. The asset retirement cost is capitalized as part of the related asset and is amortized to earnings over time. The standard describes the fair value of a liability for an asset retirement obligation as the amount at which that liability could be settled in a current transaction between willing parties, that is, other than in forced or liquidation transaction and is adjusted for any changes resulting from passage of time and any changes to the timing or the amount of the original estimate or undiscounted cash flows. The Company is subsequently required to allocate the asset retirement cost to expense using a systematic and rational method over the asset useful life.

The adoption of this standard had no impact on the Company's financial position, results of operations or cash flows.

2.     SIGNIFICANT ACCOUNTING POLICIES:

(a)

Cash and cash equivalents:

Cash and cash equivalents are comprised of cash and term deposits with initial maturities of less than three months, less outstanding cheques.

(b)

Inventories:

Inventories consist primarily of fiber optic cables and related electronics equipment and are valued at the lower of cost, determined essentially on a weighted average cost basis, or replacement value.

(c)

Fixed assets:

Fixed assets are recorded at cost, net of related grants and investment tax credits. Cost includes primarily equipment and direct labour, but also includes financial expenses relating to projects to construct and connect external and internal telecommunication networks for those projects that extend beyond a three-month period. Acquisition, improvement and replacement costs are capitalized, whereas expenses for maintenance and repairs are charged to operating and administrative expenses.

The Company reviews the recoverability of fixed assets whenever 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 an asset or of a group of assets to undiscounted net cash flows expected to be generated by asset or that group of assets.

F-59

Depreciation is calculated using the following depreciation methods and periods or rates:

Asset	Method	Rate/period
Telecommunication networks	Straight-line	20 years
Technical equipment	Mainly straight-line	3 to 20 years
Furniture and fixtures	Declining balance	20% to 30%
	and straight-line	3 to 7 years
Buildings	Declining balance	5%
Leasehold improvements	Straight-line	Over the lease term

Equipment under capital leases is depreciated using the same method, rate or period than the purchased equipment.

(d)

Intangible assets:

Easements have indefinite useful lives and are not amortized.

Intangible assets that have an indefinite useful life are tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test compares the carrying amount of the intangible asset with its fair value and an impairment loss is recognized in the statement of operations, if any.

(e)

Other assets:

Deferred charges are recorded at cost and include primarily expenses relating to the pre-operating period of certain telecommunication operations. These charges are amortized on a straight-line basis over a period of three to five years. Licenses are amortized using the straight-line method over a period of eight years.

(f)

Future taxes:

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. Future income tax assets and liabilities resulting from a change in tax rates are recognized in income in the period that includes the enactment date. Future income tax assets are recognized and, if realization is not considered "more likely than not", a valuation allowance is provided.

(g)

Revenue recognition and deferred revenue:

Operating revenue related to service contracts is recognized in income over the life of the specific contracts on a straight-line basis representing the period over which the services are provided. Operating revenue from telecommunication services, network access fees and point-to-point telephony is recorded when services are provided. When customers are invoiced, the portion of unearned revenue is recorded as deferred revenue.

(h)

Currency translation:

Revenue and expense items arising from transactions in foreign currency are converted into Canadian dollars at the rate in effect on the transaction date. Monetary assets and liabilities are converted into Canadian dollars at the rates in effect at the balance sheet date, non-monetary items are translated at the rates in effect on the transaction date. Exchange gains or losses are recognized in income.

(i)

Pensions:

Certain employees of the Company participate in a multi-employer defined benefits pension plan sponsored by affiliated companies. This plan provides for the payment of benefits based on the number of years of service and career average earnings of the employees covered by the plans. Accordingly, pension costs are recorded as if the plan is a defined contribution plan.

Also, other employees of the Company participate in defined contribution pension plans sponsored by affiliated companies. The Company also contributes to its unionized and administrative employees personal registered retirement savings plans. The Company accounts for the cost of its share of the defined contribution pension plans and to the retirement savings plan on the accrual basis of accounting.

F-60

(j)

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 at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

3.     CORPORATE REORGANIZATION:

On March 1, 2004, the Company has acquired from its parent company all the outstanding shares of Mensys Business Solutions Centre Inc. ("Mensys"), at an agreed value of $686,000. On December 19, 2003, Mensys sold its entire business to a third party and, since then, Mensys is an inoperative company. As consideration, the Company issued one Class C share, with a stated capital of $686,000. The Company wound up Mensys on the same date. As this transaction is between companies under common control, the net assets acquired were recorded by the Company at the carrying amount in the books of Mensys. The impact of the acquisition and wind-up is summarized as follows:

Net liabilities acquired:
	Future tax assets	$	686
	Taxes receivable		47
	Assumption of amounts payable to affiliated companies		(2,630	)
Net liabilities assumed		$	(1,897	)
Consideration:
	Issuance of 1 Class C retractable preferred share	$	686
	Deficit assumed upon acquisition and wind-up of Mensys		(2,583	)
		$	(1,897	)

4.     OPERATING AND ADMINISTRATIVE EXPENSES:

(a)

Pension plans:

Pension plan costs recorded for the pension plans and the retirement savings plan amounted to $1,290,000 for the year ended December 31, 2003 and to $810,000 for the year ended December 31, 2004 and were charged to operating and administrative expenses.

(b)

Operating and administrative expenses:

During the year, the Company has put in place a restructuring plan of its activities in Ontario which has resulted in the abandonment of an operating lease, for which the fair value of the remaining lease payments, net of the expected lease rental revenue from the cease-use date to the end of the lease, amounting to $652,000, has been recorded in the operating expenses.

5.     DEPRECIATION AND AMORTIZATION:

	2003		2004
Fixed assets	$	32,928	$	32,706
Deferred charges		2,753		872
Licenses		69		69
Other		116		—
	$	35,866	$	33,647

F-61

6.     OTHER (INCOME) LOSS:

	2003			2004
Interest on advances to an affiliated company	$	(248	)	$	(152	)
Other interest expenses		23			211
Foreign exchange (gain) loss		(1,198	)		51
	$	(1,423	)	$	110

7.     OTHER ITEMS:

	2003		2004
Network outages recovery	$	—	$	(479	)
Loss on write-down of fiber optic (i)		1,704		—
Write-off of fixed assets (ii)		788		—
Severance pay and other charges (iii)		—		2,005
	$	2,492	$	1,526

(i)

In November 2003, the Company concluded an agreement with a supplier to settle a claim for breach of contract related to the purchase of fiber optic cables. Under this agreement and to meet the conditions of its purchase commitments, the Company paid $2.9 million for fiber optic having a fair value of $1.2 million. Accordingly, a write-down of $1.7 million has been recorded.



(ii)

In June 2003, the Company reduced its administration office space which resulted in a net write-off of fixed assets of $788,000.



(iii)

In September 2004, the Company settled outstanding claims with former management employees, for a total amount of $3.5 million, of which $1.5 million was already recorded in the books.

8.     INCOME TAXES:

The following schedule reconciles income taxes computed on the loss before income taxes using the combined basic income tax rate and the effective income tax rate:

		2003			2004
Income taxes based on the combined:
	Federal and provincial basic income tax rate of 31.02% (2003 — 33.12%)	$	(6,492	)	$	(4,041	)
Change due to the following items:
	Non-deductible charges		45			12
	Federal large corporation tax		490			405
	Other		515			117
Effective income tax		$	(5,442	)	$	(3,507	)

The tax effects of significant items comprising the Company's net future tax assets are as follows:

		2003			2004
Future tax assets:
	Operating loss carryforwards	$	22,544		$	30,129
	Fixed assets and other assets		14,841			13,241
	Provisions		1,665			353
	Net future tax assets		39,050			43,723
Less current future tax asset			(1,665	)		(353	)
Net long-term future tax asset		$	37,385		$	43,370

F-62

As at December 31, 2004, the Company had net operating loss carryforwards for income tax purposes available to reduce future federal and provincial taxable income of approximately $106,379,000 and $81,631,000 as follows:

	Federal		Provincial
2005	$	13,476	$	10,569
2006		4,705		4,331
2007		17,588		17,588
2008		6,419		2,910
2009		195		98
2010		34,978		24,567
2011		29,018		21,568
	$	106,379	$	81,631

9.     ACCOUNTS RECEIVABLE:

		2003		2004
Trade:
	Third parties	$	5,924	$	7,725
	Companies under common control		7,892		7,798
	Parent company		291		—
Current portion of loans to employees			6		—
		$	14,113	$	15,523

10.   FIXED ASSETS:

	2003
	Cost		Accumulated depreciation		Net book value
Telecommunication networks	$	137,702	$	38,020	$	99,682
Technical equipment		163,253		90,514		72,739
Furniture and equipment		75,220		46,779		28,441
Buildings		14,463		3,858		10,605
Leasehold improvements		5,132		2,582		2,550
Land		1,150		—		1,150
	$	396,920	$	181,753	$	215,167

	2004
	Cost		Accumulated depreciation		Net book value
Telecommunication networks	$	140,957	$	44,937	$	96,020
Technical equipment		178,885		108,290		70,595
Furniture and equipment		80,131		55,381		24,750
Buildings		15,423		4,407		11,016
Leasehold improvements		4,902		2,734		2,168
Land		1,150		—		1,150
	$	421,448	$	215,749	$	205,699

Included in technical equipment is equipment under capital lease having a cost of $1,040,000 and accumulated depreciation of $728,000 and $876,000 as at December 31, 2003 and 2004, respectively.

F-63

11.   OTHER ASSETS:

	2003		2004
Deferred charges (including $14,281 of accumulated depreciation) (2003 — $13,409)	$	1,180	$	316
Licenses (including $190 of accumulated depreciation) (2003 — $121)		422		353
Easements at cost (with indefinite life)		—		994
	$	1,602	$	1,663

12.   ACCOUNTS PAYABLE TO AFFILIATED COMPANIES:

	2003		2004
Companies under common control	$	203	$	242
Parent company		—		3,153
Ultimate parent company		864		833
	$	1,067	$	4,228

13.   SHARE CAPITAL:

Authorized:

An unlimited number, without par value:

Class A shares, voting and participating

Class B shares, non-voting, participating, retractable at the amount of paid-up capital

Class C shares, non-voting, non-participating, fixed monthly non-cumulative preferred dividend of 1% computed on the redemption price of the preferred shares, retractable and redeemable

		2003			2004
Issued and paid:
	2,515,276 Class A shares (1,171,772 in 2003) (a)	$	160,357		$	160,357
	Nil Class B non-voting shares (183,855 in 2003) (a)		183,855			—
	2 Class C shares (b) (1 in 2003)		1,543			2,229
			345,755			162,586
Less retractable preferred shares classified as liabilities:
	2 Class C shares (b) (1 in 2003)		(1,543	)		(2,229	)
		$	344,212		$	160,357

(a)

In June 2004, the Company converted the 183,855 Class B shares into 1,343,504 Class A shares. Furthermore, the Company has reduced the paid-up capital of the Class A shares by $183,855,000 and has credited this amount to contributed surplus.



(b)

On March 1, 2004, the Company issued 1 Class C share in consideration of the acquisition of all outstanding shares of Mensys, an inactive subsidiary of the parent company (see note 3), in the amount of $686,000.

F-64

14.   ADDITIONAL CASH FLOW INFORMATION:

		2003			2004
(a) Net change in non-cash operating items:
	Accounts receivable	$	13,310		$	(1,415	)
	Inventories		(390	)		1,396
	Prepaid expenses		544			(493	)
	Accounts payable and accrued liabilities		(2,473	)		(1,221	)
	Amounts payable to affiliated companies		(10,719	)		1,945
	Current income taxes		(109	)		—
	Deferred revenue		(123	)		(390	)
		$	40		$	(178	)
(b) Other items:
	Income taxes paid	$	596		$	510
	Interest paid		98			226
	Interest received		(117	)		(119	)
(c) Purchase of fixed assets financed by accounts payable			156			3,905

15.   COMMITMENTS:

Under the terms of various operating leases, the Company is committed to make the following minimum annual rental payments:

2005	$	5,449
2006		5,417
2007		3,468
2008		1,531
2009		1,450
2010 and subsequent years		10,729

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 $79,000 ($254,000 in 2003).

16.   FINANCIAL INSTRUMENTS:

(a)

Fair value:

The carrying value of accounts receivable, amounts receivable from parent company, bank indebtedness, accounts payable and accrued expenses and amounts payable to affiliated companies and to parent company approximates their fair value, as these items are short-term in nature.

(b)

Credit risks:

In the normal course of business, the Company assesses regularly the financial position of its clients and reviews the credit history of all new clients. The Company records an allowance for doubtful accounts to cover its exposure to specific customers' credit risks and historical trends.

F-65

17.   RELATED PARTY TRANSACTIONS:

In addition to transactions disclosed elsewhere in the financial statements, the Company has entered into the following related party transactions, in the normal course of business. These transactions have been recorded at the exchange value, which is the amount established and agreed to by the related parties:

		2003		2004
Ultimate parent company:
	Operating revenue	$	80	$	70
	Operating and administrative expenses		900		1,101
Parent company:
	Interest revenues		248		152
Companies under common control:
	Operating revenue		24,725		27,479
	Operating and administrative expenses		884		5,019
	Acquisition of fixed assets		26		3,268

18.   CONTINGENCIES:

In the normal course of business, the Company is involved in various claims and litigations. The Company is also being sued by former management employees for wrongful dismissal and other reasons following the reorganization plan established in February 2001. Even if the outcome of these various pending cases as at December 31, 2004 cannot be determined with certainty, the Company believes that they will not have a material adverse impact on its financial position or operating results.

19.   SIGNIFICANT DIFFERENCES BETWEEN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) IN CANADA AND THE UNITED STATES:

The financial statements have been prepared in accordance with Canadian generally accepted accounting principles ("GAAP") which are different in some respects from those in the United States ("US"), as described below. The following tables set forth the impact of significant differences between Canadian GAAP and US GAAP on the Company's financial statements.

Consolidated Statements of Operations

		2003			2004
Net loss for the year based on Canadian GAAP		$	(14,172	)	$	(9,522	)
Adjustments:
	Reversal of amortization expense on development and pre-operating costs (ii)		493			489
	Income taxes (iii)		(163	)		(192	)
Net loss and comprehensive loss for the year based on US GAAP		$	(13,842	)	$	(9,225	)

F-66

Consolidated Shareholder's Equity

		2003			2004
Shareholder's equity based on Canadian GAAP		$	256,137		$	244,032
Cumulative adjustments:
	Push-down basis of accounting (i)		270,627			270,627
	Goodwill impairment (i)		(270,627	)		(270,627	)
	Development and pre-operating costs (ii)		(730	)		(241	)
	Income taxes (iii)		267			75
Shareholder's equity based on US GAAP		$	255,674		$	243,866

(i)

Push-down basis of accounting:

The reconciliation of net income and shareholder's equity from Canadian GAAP to US GAAP reflects the push-down of the purchase price in connection with the acquisition on October 23, 2000, by Quebecor Media Inc., the ultimate parent company of Videotron Telecom Ltd. 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 fair 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 adjustment, taking into account the final allocation of the purchase price finalized in the fourth quarter of 2001, to the historical consolidated financial statements of the Company to reflect Parent's cost basis consisted in the recording of goodwill in the amount of $270.6 million with a corresponding amount in the contribution surplus. This goodwill has been completely written off following the implementation of the CICA Handbook Section 3062 and the US equivalent standard.

(ii)

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.

(iii)

Income taxes:

This adjustment represents the tax impact of the US GAAP adjustments.

F-67

VIDEOTRON TELECOM LTD.

INTERIM STATEMENTS OF OPERATIONS AND DEFICIT

(Unaudited)
Six-month periods ended June 30, 2004 and 2005
(in thousands of Canadian dollars)

		June 30, 2004			June 30, 2005
Operating revenues		$	34,629		$	47,715
Operating expenses:
	Direct costs		4,774			7,116
	Operating, general and administrative expenses		22,574			26,767
			27,348			33,883
Operating income before the undernoted			7,281			13,832
Depreciation and amortization			16,831			17,393
Financial expenses (note 3)			41			68
Loss before income taxes			(9,591	)		(3,629	)
Income taxes:
	Current		273			201
	Future		(3,013	)		(857	)
			(2,740	)		(656	)
Net loss			(6,851	)		(2,973	)
Deficit at beginning of period			(92,210	)		(104,315	)
Wind-up of a subsidiary acquired in March 2004 (note 2)			(2,583	)		—
Deficit at end of period		$	(101,644	)	$	(107,288	)

See accompanying notes to unaudited interim financial statements.

F-68

VIDEOTRON TELECOM LTD.

BALANCE SHEETS

As at December 31, 2004 and June 30, 2005
(in thousands of Canadian dollars)

		December 31, 2004			June 30, 2005
		(Audited)
Assets
Current assets:
	Accounts receivable	$	7,725		$	7,385
	Amounts receivable from parent and affiliated companies		7,562			10,191
	Inventories		3,490			3,397
	Prepaid expenses		2,459			3,212
	Future tax assets		353			353
			21,589			24,538
Fixed assets			205,699			195,919
Future tax assets			43,370			44,227
Other assets			1,663			1,079
		$	272,321		$	265,763
Liabilities and Shareholder's Equity
Current liabilities:
	Issued and outstanding cheques	$	747		$	2,251
	Accounts payable and accrued liabilities		18,755			17,117
	Accounts payable to affiliated companies		3,992			805
	Deferred revenue		2,566			2,302
			26,060			22,475
Retractable preferred shares			2,229			2,229
Shareholder's equity:
	Share capital (note 4)		160,357			160,357
	Contributed surplus		187,990			187,990
	Deficit		(104,315	)		(107,288	)
			244,032			241,059
		$	272,321		$	265,763
Contingencies (note 7)

See accompanying notes to unaudited interim financial statements.

F-69

VIDEOTRON TELECOM LTD.

INTERIM STATEMENTS OF CASH FLOWS

(Unaudited)
Six-month periods ended June 30, 2004 and 2005
(in thousands of Canadian dollars)

			Six-month periods ended
			June 30, 2004			June 30, 2005
Cash flows from operating activities:
	Net loss		$	(6,851	)	$	(2,973	)
	Adjustments for the following items:
		Depreciation and amortization		16,831			17,393
		Future income taxes		(3,013	)		(857	)
	Cash flows from operations			6,967			13,563
	Changes in non-cash operating items:
		Accounts receivable		(2,760	)		340
		Net amounts receivable and payable from/to affiliated companies		9,287			(5,816	)
		Inventories		459			93
		Prepaid expenses		(795	)		(753	)
		Accounts payable and accrued liabilities		2,916			(2,376	)
		Deferred revenue		(164	)		(264	)
				8,943			(8,776	)
	Cash flows from operating activities			15,910			4,787
Cash flows from investing activities:
	Acquisition of fixed assets			(8,492	)		(6,313	)
	Change in other assets			21			(27	)
	Proceeds on disposal of fixed assets			—			49
	Cash flows used in investing activities			(8,471	)		(6,291	)
Net change in cash and cash equivalents				7,439			(1,504	)
Cash and cash equivalents at beginning of period				(920	)		(747	)
Cash and cash equivalents at end of period			$	6,519		$	(2,251	)
Cash and cash equivalents are comprised of:
	Cash and cash equivalents		$	7,401		$	—
	Issued and outstanding cheques			(882	)		(2,251	)
			$	6,519		$	(2,251	)

See accompanying notes to unaudited interim financial statements.

F-70

VIDEOTRON TELECOM LTD.

NOTES TO INTERIM FINANCIAL STATEMENTS

(Unaudited)
Six-month periods ended June 30, 2004 and 2005
(Tabular amounts in thousands of Canadian dollars)

1.     BASIS OF PRESENTATION AND ACCOUNTING CHANGES:

The Company is a provider of telecommunication services in the business sector in the Province of Québec and Ontario.

The accompanying unaudited interim 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 financial statements. These unaudited interim consolidated 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, 2004 audited financial statements and the notes below.

2.     CORPORATE REORGANIZATION:

On March 1, 2004, the Company acquired from its parent company all the outstanding shares of Mensys Business Solutions Centre Inc. ("Mensys"), at an agreed value of $686,000. On December 19, 2003, Mensys had sold its entire business to a third party and, since then, Mensys had been an inoperative company. As consideration, the Company issued one Class C share, with a stated capital of $686,000. The Company wound up Mensys on the same date. As this transaction is between companies under common control, the net assets acquired were recorded at the carrying amount in the books of Mensys. The impact of the acquisition and wind-up is summarized as follows:

Net liabilities acquired:
	Future tax assets	$	686
	Taxes receivable		47
	Assumption of amounts payable to affiliated companies		(2,630	)
Net liabilities assumed		$	(1,897	)
Consideration:
	Issuance of 1 Class C retractable preferred share	$	686
	Deficit assumed upon wind-up of Mensys		(2,583	)
		$	(1,897	)

3.     FINANCIAL EXPENSES:

	Six-month period ended
	June 30, 2004			June 30, 2005
Net interest expenses (revenues) on advances from/to an affiliated company	$	(88	)	$	57
Foreign exchange loss		134			8
Other interest expenses (revenues)		(5	)		3
	$	41		$	68

Interests paid in the period ended June 30, 2004 and 2005 amounted to $7,000 and $6,800, respectively.

F-71

4.     SHARE CAPITAL:

		December 31, 2004			June 30, 2005
Issued and paid:
	2,515,276 Class A shares	$	160,357		$	160,357
	2 Class C shares		2,229			2,229
			162,586			162,586
Less retractable preferred shares:
	2 Class C shares		(2,229	)		(2,229	)
		$	160,357		$	160,357

5.     SIGNIFICANT DIFFERENCES BETWEEN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) IN CANADA AND THE UNITED STATES:

The interim 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 interim financial statements.

Statements of Operations

		Six-month period ended
		June 30, 2004			June 30, 2005
Net loss for the period based on Canadian GAAP		$	(6,851	)	$	(2,973	)
Adjustments:
	Reversal of amortization on capitalized development and pre-operating costs (ii)		245			241
	Income taxes (iii)		(96	)		(75	)
Net loss for the period and comprehensive loss based on US GAAP		$	(6,702	)	$	(2,807	)

Shareholder's Equity

		December 31, 2004			June 30, 2005
Shareholder's equity based on Canadian GAAP		$	244,032		$	241,059
Cumulative adjustments:
	Push-down basis of accounting (i)		270,627			270,627
	Goodwill impairment (i)		(270,627	)		(270,627	)
	Development and pre-operating costs (ii)		(241	)		-
	Income taxes (iii)		75			-
Shareholder's equity based on US GAAP		$	243,866		$	241,059

(i)

Push-down basis of accounting

The reconciliation of net income and shareholder's equity from Canadian GAAP to US GAAP reflects the push-down of the purchase price in connection with the acquisition on October 23, 2000, by Quebecor Media Inc., the ultimate parent company of Videotron Telecom Ltd. Under Canadian GAAP, each entity has retained the historical carrying value basis of our assets and liabilities. The excess of the purchase price over the fair 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.

F-72

The principal adjustments, taking into account the final allocation of the purchase price finalized in the fourth quarter of 2001, to the historical financial statements of the Company to reflect Parent's cost basis consisted in the recording of goodwill in the amount of $270.6 million with a corresponding amount in the contributed surplus. This goodwill has been completely written off following the implementation of the CICA Handbook Section 3062 and the US equivalent standard.

(ii)

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.

(iii)

Income taxes

This adjustment represents the tax impact of the US GAAP adjustments.

6.     EMPLOYEE FUTURE BENEFITS:

The following table presents the Company's net benefit costs:

	Six-month period ended
	June 30, 2004		June 30, 2005
Net benefit costs	$	261	$	475

7.     CONTINGENCIES:

In the normal course of its business, the Company is party to various claims and lawsuits. Even though the outcome of these various pending cases as at June 30, 2005 cannot be determined with certainty, the Company believes that their outcome will not have a materially adverse impact on its operating results or financial position.

8.     COMPARATIVE FIGURES:

Certain comparative figures have been reclassified from statements previously presented to conform to the presentation adopted in the current period.

F-73

VIDÉOTRON LTÉE

INTRODUCTION TO PRO FORMA COMBINED FINANCIAL INFORMATION

As at and for the six-month period ended June 30, 2005
and for the three-year period ended December 31, 2004

        Vidéotron Ltée and Videotron Telecom Ltd. are companies under common control. These companies intend to merge their operations on January 1, 2006. This combination will be accounted for using the continuity of interests method under Canadian and United Stated generally accepted accounting principles.

        The following pro forma combined financial statements present the consolidated financial position and consolidated results of operations of Vidéotron Ltée and the financial position and results of operations of Videotron Telecom Ltd. as at and for the six months ended June 30, 2005 and for the three-year period ended December 31, 2004.

        The pro forma combined financial statements are based on (a) for the balance sheet as of June 30, 2005, and the statement of operations for the six-month period then ended, the unaudited historical consolidated financial statements of Vidéotron Ltée and the unaudited historical financial statements of Videotron Telecom Ltd. (b) for the statement of operations of the three-year period ended December 31, 2004, the audited historical consolidated financial statements of Vidéotron Ltée and the audited historical financial statements of Videotron Telecom Ltd. The audited historical consolidated financial statements for the three-year period ended December 31, 2004 and as at and for the six-month period ended June 30, 2005 of Vidéotron Ltée and the audited historical financial statements for the two-year period ended December 31, 2004 and as at and for the six-month period ended June 30, 2005 of Videotron Telecom Ltd. are included elsewhere in this prospectus.

        The pro forma combined statements of operations for the six months ended June 30, 2005 and the three years ended December 31, 2004 give effect to the combination as if it had occurred on January 1, 2002, and the pro forma combined balance sheet gives effect to the combination as if it had occurred on June 30, 2005. The transaction set forth above and the related adjustments are more fully described in the accompanying notes.

        The pro forma combined statements of operations and balance sheet do not purport to represent what the results of operations or financial position would have been had the transaction set forth above in fact occurred on the date indicated above or to project results of operations or financial position for any future period or at any future date.

        In preparing the pro forma combined statements of operations and the pro forma combined balance sheet, no adjustments have been made to reflect the additional costs or savings that could result from the combination of Vidéotron Ltée and of Videotron Telecom Ltd.

        The pro forma combined financial statements are prepared on the basis of generally accepted accounting principles in Canada which differ in some respects from the generally accepted accounting principles in the United States of America. The significant differences are presented in a note to this pro forma financial information.

        All references in this prospectus to "dollars" or "$" are to Canadian dollars.

F-74

VIDÉOTRON LTÉE

PRO FORMA COMBINED BALANCE SHEET

As at June 30, 2005
(in thousands of Canadian dollars)

(Unaudited)

		Vidéotron Ltée			Videotron Telecom Ltd.			Pro forma adjustments (a)			Pro forma as adjusted
ASSETS
Current assets:
	Cash and cash equivalents	$	87,989		$	—		$	—		$	87,989
	Accounts receivable		86,056			7,385			—			93,441
	Amounts receivable from affiliated companies		—			10,191			(6,605	)		3,586
	Income taxes receivable		3,939			—			—			3,939
	Inventories		29,167			3,397			—			32,564
	Prepaid expenses		9,035			3,212			—			12,247
	Future income taxes		56,088			353			—			56,441
			272,274			24,538			(6,605	)		290,207
Fixed assets			889,618			195,919			—			1,085,537
Goodwill			438,678			—			—			438,678
Other assets			35,005			1,079			—			36,084
Future income taxes			1,853			44,227			—			46,080
		$	1,637,428		$	265,763		$	(6,605	)	$	1,896,586
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
	Issued and outstanding cheques	$	14,052		$	2,251		$	—		$	16,303
	Accounts payable and accrued liabilities		155,748			17,117			—			172,865
	Amounts payable to affiliated companies		41,728			805			(6,605	)		35,928
	Deferred revenue		98,841			2,302			—			101,143
	Income taxes payable		405			—			—			405
			310,774			22,475			(6,605	)		326,644
Deferred revenue			17,429			—			—			17,429
Forward exchange contract and interest rate swaps			37,319			—			—			37,319
Future tax liabilities			124,657			—			—			124,657
Retractable preferred shares			—			2,229			—			2,229
Long-term debt			1,054,837			—			—			1,054,837
Non-controlling interest in subsidiaries			617			—			—			617
			1,545,633			24,704			(6,605	)		1,563,732
Shareholders' equity:
	Share capital		173,236			160,357			—			333,593
	Contributed surplus		388,960			187,990			—			576,950
	Deficit		(470,401	)		(107,288	)		—			(577,689	)
			91,795			241,059			—			332,854
		$	1,637,428		$	265,763		$	(6,605	)	$	1,896,586

F-75

VIDÉOTRON LTÉE

PRO FORMA COMBINED STATEMENT OF OPERATIONS

Six-month period ended June 30, 2005
(in thousands of Canadian dollars)

(Unaudited)

		Vidéotron Ltée			Videotron Telecom Ltd.			Pro forma adjustments (a)			Pro forma as adjusted
Operating revenues		$	473,169		$	47,715		$	(9,440	)	$	511,444
Expenses:
	Direct costs		127,867			7,116			(5,788	)		129,195
	Operating, general and administrative expenses		158,189			26,767			(3,652	)		181,304
	Depreciation and amortization		62,484			17,393			—			79,877
	Financial expenses		33,081			68			—			33,149
	Other item		(387	)		—			—			(387	)
			381,234			51,344			(9,440	)		423,138
Income (loss) before income taxes and non-controlling interest			91,935			(3,629	)		—			88,306
Income taxes			28,151			(656	)		—			27,495
Non-controlling interest in subsidiaries			35			—			—			35
Net income (loss)		$	63,749		$	(2,973	)	$	—		$	60,776

F-76

VIDÉOTRON LTÉE

PRO FORMA COMBINED STATEMENT OF OPERATIONS

Year ended December 31, 2004
(in thousands of Canadian dollars)

(Unaudited)

		Vidéotron Ltée			Videotron Telecom Ltd.			Pro forma adjustments (a)			Pro forma as adjusted
Operating revenues		$	871,618		$	78,589		$	(12,627	)	$	937,580
Expenses:
	Direct costs		250,442			11,900			(6,078	)		256,264
	Operating, general and administrative expenses		279,999			44,435			(6,549	)		317,885
	Depreciation and amortization		130,215			33,647			—			163,862
	Financial expenses		177,985			—			—			177,985
	Dividend income from parent company		(111,055	)		—			—			(111,055	)
	Other items		—			1,636			—			1,636
			727,586			91,618			(12,627	)		806,577
Income (loss) before income taxes and non-controlling interest			144,032			(13,029	)		—			131,003
Income taxes			(3,440	)		(3,507	)		—			(6,947	)
Non-controlling interest in subsidiaries			100			—			—			100
Net income (loss)		$	147,372		$	(9,522	)	$	—		$	137,850

F-77

VIDÉOTRON LTÉE

PRO FORMA COMBINED STATEMENT OF OPERATIONS

Year ended December 31, 2003
(in thousands of Canadian dollars)

(Unaudited)

		Vidéotron Ltée			Videotron Telecom Ltd.			Pro forma adjustments (a)			Pro forma as adjusted
Operating revenues		$	805,001		$	75,558		$	(19,895	)	$	860,664
Expenses:
	Direct costs		245,967			10,976			(12,228	)		244,715
	Operating, general and administrative expenses		283,784			47,261			(7,667	)		323,378
	Depreciation and amortization		122,958			35,866			—			158,824
	Financial expenses		64,602			(1,423	)		—			63,179
	Other items		(2,500	)		2,492			—			(8	)
			714,811			95,172			(19,895	)		790,088
Income (loss) before income taxes and non-controlling interest			90,190			(19,614	)		—			70,576
Income taxes			26,830			(5,442	)		—			21,388
Non-controlling interest in subsidiaries			49			—			—			49
Net income (loss)		$	63,311		$	(14,172	)	$	—		$	49,139

F-78

VIDÉOTRON LTÉE

PRO FORMA COMBINED STATEMENT OF OPERATIONS

Year ended December 31, 2002
(in thousands of Canadian dollars)

(Unaudited)

		Vidéotron Ltée		Videotron Telecom Ltd.			Pro forma adjustments (a)			Pro forma as adjusted
Operating revenues		$	781,040	$	90,048		$	(29,870	)	$	841,218
Expenses:
	Direct costs		259,686		14,413			(21,210	)		252,889
	Operating, general and administrative expenses		285,816		44,619			(8,660	)		321,775
	Depreciation and amortization		120,016		35,507			—			155,523
	Financial expenses		76,188		(393	)		—			75,795
	Other items		25,000		5,103			—			30,103
			766,706		99,249			(29,870	)		836,085
Income (loss) before income taxes and non-controlling interest			14,334		(9,201	)		—			5,133
Income taxes			2,663		(801	)		—			1,862
Non-controlling interest in subsidiaries			188		—			—			188
Net income (loss)		$	11,483	$	(8,400	)	$	—		$	3,083

F-79

VIDÉOTRON LTÉE

NOTES TO PRO FORMA COMBINED FINANCIAL INFORMATION

As at and for the six-month period ended June 30, 2005 and for the
three-year period ended December 31, 2004
(in thousands of Canadian dollars)

(Unaudited)

Vidéotron Ltée and Videotron Telecom Ltd. are companies under common control. These companies intend to merge their operations on January 1, 2006. This combination will be accounted for using the continuity of interests method under Canadian and United States generally accepted accounting principles.

The following pro forma combined financial statements present the consolidated financial position and consolidated results of operations of Vidéotron Ltée and the financial position and results of operations of Videotron Telecom Ltd. as at and for the six months ended June 30, 2005 and for the three-year period ended December 31, 2004.

The pro forma combined financial statements are based on (a) for the balance sheet as of June 30, 2005, and the statement of operations for the six-month period then ended, the unaudited historical consolidated financial statements of Vidéotron Ltée and the unaudited historical financial statements of Videotron Telecom Ltd. (b) for the statement of operations of the three-year period ended December 31, 2004, the audited historical consolidated financial statements of Vidéotron Ltée and the audited historical financial statements of Videotron Telecom Ltd.

The pro forma combined statements of operations for the six months ended June 30, 2005 and the three years ended December 31, 2004 give effect to the combination as if it had occurred on January 1, 2002, and the pro forma combined balance sheet gives effect to the combination as if it had occurred on June 30, 2005.

The pro forma combined statements of operations and balance sheet do not purport to represent what the results of operations or financial position would have been had the transaction set forth above in fact occurred on the date indicated above or to project results of operations or financial position for any future period or at any future date.

In preparing the pro forma combined statements of operations and the pro forma combined balance sheet, no adjustments have been made to reflect the additional costs or savings that could result from the combination of Vidéotron Ltée and of Videotron Telecom Ltd.

(a)

Assumptions underlying the pro forma combined balance sheet and statements of operations:

Elimination of intercompany transactions and balances:

All significant transactions and balances between Vidéotron Ltée and its subsidiaries and Videotron Telecom Ltd. have been eliminated in these pro forma financial statements.

(b)

Significant differences between generally accepted accounting principles (GAAP) in Canada and the United States:

The pro forma combined financial statements of operations 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 significant differences between Canadian GAAP and US GAAP on the pro forma combined financial statements of operations and shareholders' equity.

F-80

Pro Forma Combined Statements of Operations

		December 31, 2002			December 31, 2003			December 31, 2004			June 30, 2005
		(12 months)									(6 months)
Net income for the period based on Canadian GAAP		$	3,083		$	49,139		$	137,850		$	60,776
Adjustments:
	Push-down basis of accounting (i)		2,838			(7,954	)		(18,108	)		(4,261	)
	Goodwill impairment (i) and (ii)		(2,274,627	)		—			—			—
	Development and pre-operating costs (iii)		1,521			2,978			(721	)		299
	Accounting for derivative instruments and hedging activities (iv)		3,338			1,607			12,266			5,279
	Income taxes (v)		(426	)		(937	)		183			(93	)
Net income (loss) for the period based on US GAAP			(2,264,273	)		44,833			131,470			62,000
Other comprehensive loss (vi):
	Pension and postretirement benefits (vii)		—			(613	)		835			—
	Accounting for derivative instruments and hedging activities (iv)		—			(843	)		(14,473	)		(10,152	)
Comprehensive income (loss) based on US GAAP		$	(2,264,273	)	$	43,377		$	117,832		$	51,848
Accumulated other comprehensive loss at beginning of period		$	(314	)	$	(314	)	$	(1,770	)	$	(15,408	)
Changes in the period			—			(1,456	)		(13,638	)		(10,152	)
Accumulated other comprehensive loss at end of period		$	(314	)	$	(1,770	)	$	(15,408	)	$	(25,560	)

Consolidated Shareholders' Equity		June 30, 2005
Shareholders' equity based on Canadian GAAP		$	332,854
Cumulative adjustments:
	Push-down basis of accounting (i)		4,501,992
	Goodwill impairment (ii)		(2,274,627	)
	Development and pre-operating costs (iii)		(1,598	)
	Accounting for derivative instruments and hedging activities (iv)		(20,432	)
	Income taxes (v)		496
	Pension and postretirement benefits (vii)		(92	)
Shareholders' equity based on US GAAP		$	2,538,593

(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 of the purchase price paid in connection with 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 combined companies 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 consolidated financial statements of the combined companies to reflect Parent's cost basis, were:

(a)

The carrying values of fixed assets were increased by $110.8 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 was recorded for a total amount of $22.6 million;



(c)

Accrued charges increased by $41.5 million;

F-81

(d)

Future income tax liability increased by $24.4 million; and



(e)

The $4,631.1 million excess of parent's cost over the value assigned to the net assets of the combined companies at the date of acquisition has been recorded as goodwill and $4,653.4 million was credited to 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 were 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 a transitional goodwill impairment test is recognized as the effect of a change in accounting principles in the statement of operations.

(iii)

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.

(iv)

Accounting for derivative instruments and hedging activities

Vidéotron Ltée 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 instruments 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 or other comprehensive income based on whether a hedging relationship has been established which qualifies as a hedging relationship under US GAAP.

(v)

Income taxes

This adjustment represents the tax impact of the US GAAP adjustments.

(vi)

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 shareholders' equity and the accrued benefit liability, representing the excess of the accumulated pension benefit obligation as compared to the fair value of plan assets and to changes in the derivative fair values of contracts that are designated effective and qualify as cash flow hedges.

(vii)

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 entity is required to recognize a minimum accrued liability equal to the unfunded accumulated benefit obligation, which is recorded as a separate component of shareholders' equity under the caption "other comprehensive income".

F-82

US$175,000,000

Vidéotron Ltée

Offer to Exchange All Outstanding
6³/8% Senior Notes due December 15, 2015
Issued on September 16, 2005 for
New 6³/8% Senior Notes due December 15, 2015

PROSPECTUS
October             , 2005

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 December             , 2005, 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, Le SuperClub Vidéotron Ltée, Groupe de Divertissement SuperClub Inc., SuperClub Videotron Canada Inc. and SuperClub Properties inc. is incorporated under the laws of the Province of Québec.

        Under the Companies Act (Québec), each such registrant shall assume the defense of a director or officer prosecuted by a third party 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 penal or criminal proceeding, each such 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.

        Each such 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 such registrant wins its case only in part, the court may determine the amount of the expenses it shall assume.

        Each of CF Cable TV Inc. and Videotron (Regional) Ltd. is incorporated under the laws of Canada. The Canada Business Corporations Act (the "CBCA"), the governing act to which such registrants are subject, provides that:

        (1)   A corporation may indemnify a director or officer of the corporation, a former director or officer of the corporation or another individual who acts or acted at the corporation's request as a director or officer or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Corporation or other entity.

        (2)   A corporation may advance moneys to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to in paragraph (1). However, the individual shall repay the moneys if he or she does not fulfill the conditions of paragraph (3).

        (3)   A corporation may not indemnify an individual under paragraph (1), unless the individual (a) acted honestly and in good faith with a view to the best interests of the Corporation, or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at the Corporation's request; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual's conduct was lawful.

        (4)   A corporation may with the approval of a court indemnify a person referred to in paragraph (1), or advance moneys under paragraph (2), in respect of an action by or on behalf of the corporation or other entity to procure a judgment in its favor, to which the individual is made a party because of the individual's association with the corporation or other entity as described in paragraph (1) against all costs, charges and expenses reasonably incurred by the individual in connection with such action if the individual fulfils the conditions set out in paragraph (3).

        (5)   Despite paragraph (1), an individual referred to in paragraph (1) is entitled to indemnity from the corporation in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defense of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individual's association with the corporation or other entity as described in paragraph (1), if the individual seeking indemnity (a) was not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done; and (b) fulfils the conditions set out in paragraph (3).

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, 2004 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

        (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 or 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.

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, each co-registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Montreal, the Province of Québec, Canada on this 14^th day of October, 2005.

VIDÉOTRON LTÉE
By:	/s/  YVAN GINGRAS Name:  Yvan Gingras Title:    Executive Vice President, Finance and Operations and Chief Financial Officer
LE SUPERCLUB VIDÉOTRON LTÉE
By:	/s/  RICHARD SOLY Name:  Richard Soly Title:    President
GROUPE DE DIVERTISSEMENT SUPERCLUB INC.
By:	/s/  RICHARD SOLY Name:  Richard Soly Title:    President
SUPERCLUB VIDÉOTRON CANADA INC.
By:	/s/  RICHARD SOLY Name:  Richard Soly Title:    President
SUPERCLUB PROPERTIES INC.
By:	/s/  RICHARD SOLY Name:  Richard Soly Title:    President
CF CABLE TV INC.
By:	/s/  YVAN GINGRAS Name:  Yvan Gingras Title:    Executive Vice President, Finance and Operations and Chief Financial Officer
VIDEOTRON (REGIONAL) LTD.
By:	/s/  YVAN GINGRAS Name:  Yvan Gingras Title:    Executive Vice President, Finance and Operations and Chief Financial Officer

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mark D'Souza, Vice President and Treasurer of Vidéotron Ltée and Yvan Gingras, Executive Vice President, Finance and Operations and Chief Financial Officer 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	October 14, 2005
/s/  MARK D'SOUZA Mark D'Souza	Vice President and Treasurer	October 14, 2005
/s/  YVAN GINGRAS Yvan Gingras	Executive Vice President, Finance and Operations and Chief Financial Officer	October 14, 2005
/s/  LOUISE SAUVÉ Louise Sauvé	Vice President, Control	October 14, 2005
/s/  SERGE GOUIN Serge Gouin	Director and Chairman of the Board of Directors	October 14, 2005
/s/  JEAN LA COUTURE Jean La Couture	Director	October 14, 2005
/s/  MICHEL LAVIGNE Michel Lavigne	Director	October 14, 2005
/s/  PIERRE KARL PÉLADEAU Pierre Karl Péladeau	Director	October 14, 2005

LE SUPERCLUB VIDÉOTRON LTÉE

Name and Signature	Title	Date
/s/  RICHARD SOLY Richard Soly	Director and President	October 14, 2005
/s/  JACQUES CHARRON Jacques Charron	Vice President	October 14, 2005
/s/  JACQUES COLLINS Jacques Collins	Director, Finance and Control	October 14, 2005
/s/  NATALIE LARIVIÈRE Natalie Larivière	Director	October 14, 2005
/s/  JACQUES MALLETTE Jacques Mallette	Director	October 14, 2005

GROUPE DE DIVERTISSEMENT SUPERCLUB INC.

Name and Signature	Title	Date
/s/  RICHARD SOLY Richard Soly	Director and President	October 14, 2005
/s/  JACQUES CHARRON Jacques Charron	Vice President	October 14, 2005
/s/  JACQUES COLLINS Jacques Collins	Director, Finance and Control	October 14, 2005
/s/  NATALIE LARIVIÈRE Natalie Larivière	Director	October 14, 2005
/s/  JACQUES MALLETTE Jacques Mallette	Director	October 14, 2005

SUPERCLUB VIDÉOTRON CANADA INC.

Name and Signature	Title	Date
/s/  RICHARD SOLY Richard Soly	Director and President	October 14, 2005
/s/  JACQUES CHARRON Jacques Charron	Vice President	October 14, 2005
/s/  JACQUES COLLINS Jacques Collins	Director, Finance and Control	October 14, 2005
/s/  NATALIE LARIVIÈRE Natalie Larivière	Director	October 14, 2005
/s/  JACQUES MALLETTE Jacques Mallette	Director	October 14, 2005

SUPERCLUB PROPERTIES INC.

Name and Signature	Title	Date
/s/  RICHARD SOLY Richard Soly	Director and President	October 14, 2005
/s/  JACQUES CHARRON Jacques Charron	Vice President	October 14, 2005
/s/  JACQUES COLLINS Jacques Collins	Director, Finance and Control	October 14, 2005
/s/  NATALIE LARIVIÈRE Natalie Larivière	Director	October 14, 2005
/s/  JACQUES MALLETTE Jacques Mallette	Director	October 14, 2005

CF CABLE TV INC.

Name and Signature	Title	Date
/s/  ROBERT DÉPATIE Robert Dépatie	Director and President and Chief Executive Officer	October 14, 2005
/s/  JACQUES MALLETTE Jacques Mallette	Director	October 14, 2005
/s/  YVAN GINGRAS Yvan Gingras	Executive Vice President, Finance and Operations and Chief Financial Officer	October 14, 2005
/s/  MARK D'SOUZA Mark D'Souza	Vice President and Treasurer	October 14, 2005
/s/  LOUISE SAUVÉ Louise Sauvé	Vice President, Control	October 14, 2005
/s/  PIERRE KARL PÉLADEAU Pierre Karl Péladeau	Director	October 14, 2005

VIDEOTRON (REGIONAL) LTD.

Name and Signature	Title	Date
/s/  ROBERT DÉPATIE Robert Dépatie	Director	October 14, 2005
/s/  JACQUES MALLETTE Jacques Mallette	Director	October 14, 2005
/s/  YVAN GINGRAS Yvan Gingras	Executive Vice President, Finance and Operations and Chief Financial Officer	October 14, 2005
/s/  MARK D'SOUZA Mark D'Souza	Vice President and Treasurer	October 14, 2005
/s/  LOUISE SAUVÉ Louise Sauvé	Vice President, Control	October 14, 2005
/s/  PIERRE KARL PÉLADEAU Pierre Karl Péladeau	Director	October 14, 2005

        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 City of Newark, the State of Delaware, this 14^th day of October, 2005.

PUGLISI & ASSOCIATES (Authorized U.S. Representative)
By:	/s/  GREGORY F. LAVELLE Name:  Gregory F. Lavelle Title:    Managing Director

EXHIBIT INDEX

1.1	Purchase Agreement dated as of September 9, 2005 by and among Vidéotron Ltée, the subsidiary guarantors signatory thereto and Banc of America Securities LLC, Citigroup Global Markets Inc., Scotia Capital (USA) Inc., Harris Nesbitt Corp., RBC Capital Markets Corporation, TD Securities (USA) LLC,CIBC World Markets Corp., Credit Suisse First Boston LLC, NBF Securities (USA) Corp., HSBC Securities (USA) Inc., Desjardins Securities International Inc. (Exhibit D to this Exhibit 1.1 is included as Exhibit 4.5.)
3.1**	Articles of Incorporation of Vidéotron Ltée (translation).
3.2	Articles of Amendment dated January 16, 2004 to Articles of Incorporation of Vidéotron Ltée (translation) (incorporated by reference to Exhibit 1.2 to Vidéotron Ltée's Annual Report on Form 20-F for the year ended December 31, 2003 dated April 29, 2004).
3.3**	By-laws of Vidéotron Ltée.
3.4***	By-law No. 2004-1 of Vidéotron Ltée adopted January 16, 2004 (translation).
3.5**	Articles of Incorporation of Le SuperClub Vidéotron Ltée (translation).
3.6**	By-laws of Le SuperClub Vidéotron Ltée.
3.7**	Articles of Incorporation of Groupe de Divertissement SuperClub Inc. (translation).
3.8***	Articles of Amendment dated January 16, 2004 to Articles of Incorporation of Groupe de Divertissement SuperClub Inc. (translation).
3.9**	By-laws of Groupe de Divertissement SuperClub Inc.
3.10***	By-law No. 2004-1 of Groupe de Divertissement SuperClub Inc. adopted January 16, 2004 (translation).
3.11***	Articles of Incorporation of SuperClub Videotron Canada Inc. (translation).
3.12***	By-laws of SuperClub Videotron Canada Inc. (translation).
3.13***	Articles of Incorporation of SuperClub Properties Inc. (translation).
3.14***	By-laws of SuperClub Properties Inc. (translation).
3.15	Articles of Continuance of CF Cable TV Inc. (translation)
3.16	By-Law One of CF Cable TV Inc. adopted March 31, 1988.
3.17	By-Law Number 2001-1 of CF Cable TV Inc. adopted June 22, 2001.
3.18	Administrative Resolutions of CF Cable TV Inc. adopted March 31, 1988.
3.19	Amendment to the Administrative Resolutions of CF Cable TV Inc. adopted February 6, 1995.
3.20	Amendment to the Administrative Resolutions of CF Cable TV Inc. adopted January 8, 1996.
3.21	Amendment to the Administrative Resolutions of CF Cable TV Inc. adopted February 12, 1996.
3.22	Articles of Amalgamation of Videotron (Regional) Ltd. (translation).
3.23	Articles of Amendment dated January 9, 2002 to Articles of Amalgamation of Videotron (Regional) Ltd. (translation).
3.24	By-Law One of Videotron (Regional) Ltd.
3.25	Administrative Resolutions of Videotron (Regional) Ltd.
4.1	Form of 63/8% Senior Notes due December 15, 2015 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 63/8% Senior Notes due December 15, 2015 of Vidéotron Ltée (included as Exhibit E to Exhibit 4.3 below).
4.3	Indenture dated as of September 16, 2005 by and among Vidéotron Ltée, the subsidiary guarantors signatory thereto and Wells Fargo Bank, National Association, as trustee.

4.5	Registration Rights Agreement dated as of September 16, 2004 by and among Vidéotron Ltée, the subsidiary guarantors signatory thereto and Banc of America Securities LLC, Citigroup Global Markets Inc., Scotia Capital (USA) Inc., Harris Nesbitt Corp., RBC Capital Markets Corporation, TD Securities (USA) LLC, CIBC World Markets Corp., Credit Suisse First Boston LLC, NBF Securities (USA) Corp., HSBC Securities (USA) Inc., Desjardins Securities International Inc.
5.1	Opinion of Ogilvy Renault LLP, Counsel to Vidéotron Ltée, dated October 14, 2005.
8.1	Opinion of Ogilvy Renault LLP, Counsel to Vidéotron Ltée, dated October 14, 2005 regarding Canadian federal income tax considerations (included in Exhibit 5.1 above).
8.2	Opinion of Arnold & Porter LLP, special U.S. counsel to Vidéotron Ltée, dated October 14, 2005 regarding U.S. federal income tax considerations.
10.1***	Seventh Amending Agreement dated as of November 19, 2004 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, 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 and acknowledged by Le SuperClub Vidéotron ltée, Groupe de Divertissement SuperClub inc., Vidéotron (1998) ltée, CF Cable TV Inc., Videotron (Regional) Ltd., 9139-3256 Québec inc., Vidéotron TVN inc., Les Propriétés SuperClub inc. and SuperClub Vidéotron Canada 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, a Sixth Amending Agreement dated as of October 8, 2003 and a Seventh Amending Agreement dated as of November 19, 2004, 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 2003 Subordinated Loan Agreement) between Quebecor Media Inc. and Vidéotron Ltée.
10.7*	First Amending Agreement to the 2003 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 Long-term Debt, excluding QMI Subordinated Loans, to EBITDA.
12.3	Statement of Computation of Ratio of EBITDA to Cash Interest Expense.
12.4	Schedule of Valuation and Qualifying Accounts.

21.1	Subsidiaries of Vidéotron Ltée.
23.1	Consent of KPMG LLP, dated October 14, 2005.
23.2	Consent of Ogilvy Renault LLP, Counsel to Vidéotron Ltée (included in Exhibit 5.1 above).
23.3	Consent of Arnold & Porter LLP, U.S. counsel to Vidéotron Ltée (included in Exhibit 8.2 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, National Association, as trustee, on Form T-1.
99.1	Form of Letter of Transmittal.
99.2	Form of Notice of Guaranteed Delivery.

*

Previously filed as, and incorporated by reference to, the applicable exhibit to Vidéotron Ltée's Registration Statement on Form F-4 dated November 24, 2003, Registration Statement No. 333-110697.

**

Previously filed as, and incorporated by reference to, the applicable exhibit to Vidéotron Ltée's Amendment No. 1 to the Registration Statement on Form F-4 dated January 8, 2004, Registration Statement No. 333-110697.

***

Previously filed as, and incorporated by reference to, the applicable exhibit to Vidéotron Ltée's Amendment No. 1 to the Registration Statement on Form F-4 dated January 14, 2005, Registration Statement No. 333-121032.

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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 Developments
Our Shareholder
Our Corporate Structure
Reorganization
Our Principal Executive Office
The Exchange Offer
The Notes
Summary Consolidated Financial and Operating Data and Pro Forma Combined Financial Information
RISK FACTORS
USE OF PROCEEDS
CAPITALIZATION
SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
BUSINESS
Expansion of Vidéotron's Digital Programming (2001-2005)
MANAGEMENT
OUR SHAREHOLDER
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
DESCRIPTION OF CERTAIN INDEBTEDNESS
THE EXCHANGE OFFER
DESCRIPTION OF THE NOTES
CERTAIN TAX CONSIDERATIONS
PLAN OF DISTRIBUTION
LEGAL MATTERS
INDEPENDENT AUDITORS
WHERE YOU CAN FIND MORE INFORMATION
INDEX TO FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE BOARD OF DIRECTORS
VIDÉOTRON LTÉE CONSOLIDATED STATEMENTS OF OPERATIONS Years ended December 31, 2002, 2003 and 2004 (in thousands of Canadian dollars)
VIDÉOTRON LTÉE CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY Years ended December 31, 2002, 2003 and 2004 (in thousands of Canadian dollars)
VIDÉOTRON LTÉE CONSOLIDATED BALANCE SHEETS As at December 31 (in thousands of Canadian dollars)
VIDÉOTRON LTÉE CONSOLIDATED STATEMENTS OF CASH FLOWS Years ended December 31, 2002, 2003 and 2004 (in thousands of Canadian dollars)
VIDÉOTRON LTÉE CONSOLIDATED STATEMENTS OF CASH FLOWS, Continued Years ended December 31, 2002, 2003 and 2004 (in thousands of Canadian dollars)
VIDÉOTRON LTÉE INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS Six-month periods ended June 30, 2004 and 2005 (in thousands of Canadian dollars) (Unaudited)
VIDÉOTRON LTÉE INTERIM CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY Six-month periods ended June 30, 2004 and 2005 (in thousands of Canadian dollars) (Unaudited)
VIDÉOTRON LTÉE CONSOLIDATED BALANCE SHEETS As at December 31, 2004 and June 30, 2005 (in thousands of Canadian dollars) (Unaudited)
VIDÉOTRON LTÉE INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS Six-month periods ended June 30, 2004 and 2005 (in thousands of Canadian dollars) (Unaudited)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE BOARD OF DIRECTORS
VIDEOTRON TELECOM LTD. STATEMENTS OF OPERATIONS AND DEFICIT Years ended December 31, 2003 and 2004 (in thousands of Canadian dollars)
VIDEOTRON TELECOM LTD. BALANCE SHEETS As at December 31, 2003 and 2004 (in thousands of Canadian dollars)
VIDEOTRON TELECOM LTD. STATEMENTS OF CASH FLOWS Years ended December 31, 2003 and 2004 (in thousands of Canadian dollars)
VIDEOTRON TELECOM LTD. NOTES TO FINANCIAL STATEMENTS Years ended December 31, 2003 and 2004 (tabular amounts in thousands of Canadian dollars)
VIDEOTRON TELECOM LTD. INTERIM STATEMENTS OF OPERATIONS AND DEFICIT (Unaudited) Six-month periods ended June 30, 2004 and 2005 (in thousands of Canadian dollars)
VIDEOTRON TELECOM LTD. BALANCE SHEETS As at December 31, 2004 and June 30, 2005 (in thousands of Canadian dollars)
VIDEOTRON TELECOM LTD. INTERIM STATEMENTS OF CASH FLOWS (Unaudited) Six-month periods ended June 30, 2004 and 2005 (in thousands of Canadian dollars)
VIDEOTRON TELECOM LTD. NOTES TO INTERIM FINANCIAL STATEMENTS (Unaudited) Six-month periods ended June 30, 2004 and 2005 (Tabular amounts in thousands of Canadian dollars)
VIDÉOTRON LTÉE INTRODUCTION TO PRO FORMA COMBINED FINANCIAL INFORMATION As at and for the six-month period ended June 30, 2005 and for the three-year period ended December 31, 2004
VIDÉOTRON LTÉE PRO FORMA COMBINED BALANCE SHEET As at June 30, 2005 (in thousands of Canadian dollars) (Unaudited)
VIDÉOTRON LTÉE PRO FORMA COMBINED STATEMENT OF OPERATIONS Six-month period ended June 30, 2005 (in thousands of Canadian dollars) (Unaudited)
VIDÉOTRON LTÉE PRO FORMA COMBINED STATEMENT OF OPERATIONS Year ended December 31, 2004 (in thousands of Canadian dollars) (Unaudited)
VIDÉOTRON LTÉE PRO FORMA COMBINED STATEMENT OF OPERATIONS Year ended December 31, 2003 (in thousands of Canadian dollars) (Unaudited)
VIDÉOTRON LTÉE PRO FORMA COMBINED STATEMENT OF OPERATIONS Year ended December 31, 2002 (in thousands of Canadian dollars) (Unaudited)
PART II
SIGNATURES
POWER OF ATTORNEY

EX-1.1

                                                                     Exhibit 1.1

                                                                  EXECUTION COPY

                                 Videotron Ltee

                                      and

                   the Guarantors listed on Schedule B hereto

                                U.S.$175,000,000
                   6 3/8% Senior Notes due December 15, 2015

                               PURCHASE AGREEMENT
                            dated September 9, 2005

                         Banc of America Securities LLC
                         Citigroup Global Markets Inc.
                           Scotia Capital (USA) Inc.
                              Harris Nesbitt Corp.
                        RBC Capital Markets Corporation
                            TD Securities (USA) LLC
                            CIBC World Markets Corp.
                         Credit Suisse First Boston LLC
                           NBF Securities (USA) Corp.
                           HSBC Securities (USA) Inc.
                    Desjardins Securities International Inc.

                               TABLE OF CONTENTS

                                                                    
SECTION 1.  Representations and Warranties..............................      2
  (a)       No Registration Required....................................      2
  (b)       No Integration of Offerings or General Solicitation.........      2
  (c)       No Solicitation in Canada...................................      3
  (d)       Eligibility for Resale under Rule 144A......................      3
  (e)       The Offering Memorandum.....................................      3
  (f)       The Purchase Agreement......................................      3
  (g)       The Registration Rights Agreement...........................      3
  (h)       The DTC Agreement...........................................      3
            Authorization of the Securities and the Exchange
  (i)         Securities................................................      3
  (j)       Authorization of the Indenture..............................      4
            Description of the Securities, the Indenture and the
  (k)         Registration Rights Agreement.............................      4
  (l)       Statements in the Offering Memorandum.......................      4
  (m)       No Material Adverse Change..................................      4
  (n)       Independent Accountants.....................................      5
  (o)       Preparation of the Financial Statements.....................      5
  (p)       Material Subsidiaries.......................................      5
            Incorporation and Good Standing of the Company and its
  (q)         Material Subsidiaries.....................................      5
  (r)       Capitalization and Other Capital Stock Matters..............      6
            Non-Contravention of Existing Instruments; No Further
  (s)         Authorizations or Approvals Required......................      6
  (t)       No Material Actions or Proceedings..........................      7
  (u)       Intellectual Property Rights................................      7
  (v)       All Necessary Permits, etc..................................      7
  (w)       Communications Statutes.....................................      8
  (x)       Eligibility.................................................      8
  (y)       Employee Plans..............................................      8
  (z)       Title to Properties.........................................      8
  (aa)      Tax Law Compliance..........................................      9
  (bb)      Exchange Controls...........................................      9
  (cc)      Company Not an "Investment Company".........................      9
  (dd)      Insurance...................................................      9
  (ee)      Compliance with Environmental Laws..........................      9
  (ff)      No Price Stabilization or Manipulation......................     10
  (gg)      Solvency....................................................     10
  (hh)      No Unlawful Contributions or Other Payments.................     10
  (ii)      Accounting System...........................................     10
  (jj)      [Reserved]..................................................     10
  (kk)      No Restriction on Dividends.................................     10
  (ll)      Market Information..........................................     10
  (mm)      Regulation S................................................     10
SECTION 2.  Purchase, Sale and Delivery of the Securities...............     11
  (a)       The Securities..............................................     11
  (b)       The Closing Date............................................     11
  (c)       Delivery of the Securities..................................     11
  (d)       Delivery of Offering Memorandum to the Initial Purchasers...     11
  (e)       Initial Purchasers as Qualified Institutional Buyers........     11
SECTION 3.  Additional Covenants........................................     11
            Initial Purchasers' Review of Proposed Amendments and
  (a)         Supplements...............................................     11
            Amendments and Supplements to the Offering Memorandum and
  (b)         Other Securities Act Matters..............................     11
  (c)       Copies of the Offering Memorandum...........................     12
  (d)       Blue Sky Compliance.........................................     12
  (e)       Use of Proceeds.............................................     12
  (f)       The Depositary..............................................     12
  (g)       Additional Issuer Information...............................     12



                                       i

                                                                    
  (h)       Agreement Not To Offer or Sell Additional Securities........     13
  (i)       Future Reports to the Initial Purchasers....................     13
  (j)       No Integration..............................................     13
  (k)       Legended Securities.........................................     13
  (l)       PORTAL......................................................     13
SECTION 4.  Payment of Expenses.........................................     13
SECTION 5.  Conditions of the Obligations of the Initial Purchasers.....     14
  (a)       Accountants' Comfort Letter.................................     14
  (b)       No Material Adverse Change or Ratings Agency Change.........     14
  (c)       Opinions of Counsels for the Company and the Guarantors.....     14
  (d)       Opinions of Counsels for the Initial Purchasers.............     14
  (e)       Officers' Certificate.......................................     14
  (f)       Bring-down Comfort Letter...................................     15
  (g)       PORTAL Listing..............................................     15
  (h)       Registration Rights Agreement...............................     15
  (i)       [Reserved]..................................................     15
  (j)       Securities Act (Quebec) Order...............................     15
  (k)       Additional Documents........................................     15
SECTION 6.  Reimbursement of Initial Purchasers' Expenses...............     15
SECTION 7.  Offer, Sale and Resale Procedures...........................     16
            Offers and Sales Only to Qualified Institutional Buyers and
  (a)         Non-U.S. Persons..........................................     16
  (b)       No General Solicitation.....................................     16
  (c)       Restrictions on Transfer....................................     16
SECTION 8.  Indemnification.............................................     17
  (a)       Indemnification of the Initial Purchasers...................     17
            Indemnification of the Company, the Guarantors and their
  (b)         Directors and Officers....................................     17
  (c)       Notifications and Other Indemnification Procedures..........     17
  (d)       Settlements.................................................     18
SECTION 9.  Contribution................................................     18
SECTION 10.  Termination of this Agreement..............................     19
SECTION 11.  Representations and Indemnities to Survive Delivery........     20
SECTION 12.  Notices....................................................     20
SECTION 13.  Successors.................................................     20
SECTION 14.  Partial Unenforceability...................................     20
SECTION 15.  Governing Law Provisions...................................     21
  (a)       Consent to Jurisdiction.....................................     21
  (b)       Waiver of Immunity..........................................     21
  (c)       Judgment Currency...........................................     21
SECTION 16.  Default of One or More of the Several Initial Purchasers...     21
SECTION 17.  Arms Length Relationship...................................     22
SECTION 18.  General Provisions.........................................     22



                             
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 U.S. TAX COUNSEL TO THE COMPANY AND THE
                                   GUARANTORS
EXHIBIT C                --        FORM OF OPINION OF CANADIAN COUNSEL TO THE COMPANY AND THE
                                   GUARANTORS
EXHIBIT D                --        REGISTRATION RIGHTS AGREEMENT
ANNEX I                  --        RESALE PURSUANT TO REGULATION S OR RULE 144A



                                       ii

                               PURCHASE AGREEMENT

                                                               September 9, 2005

BANC OF AMERICA SECURITIES LLC
CITIGROUP GLOBAL MARKETS INC.
SCOTIA CAPITAL (USA) INC.
HARRIS NESBITT CORP.
RBC CAPITAL MARKETS CORPORATION
TD SECURITIES (USA) LLC
CIBC WORLD MARKETS CORP.
CREDIT SUISSE FIRST BOSTON LLC
NBF SECURITIES (USA) CORP.
HSBC SECURITIES (USA) INC.
DESJARDINS SECURITIES INTERNATIONAL INC.
    As Initial Purchasers
c/o BANC OF AMERICA SECURITIES LLC
9 West 57th Street
New York, New York 10019

    Ladies and Gentlemen:

    Introductory.  Videotron Ltee, a company incorporated under the laws of the
Province of Quebec (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.$175,000,000 aggregate principal amount of the Company's 6 3/8% Senior
Notes due December 15, 2015 (the "Notes"). Banc of America Securities LLC,
Citigroup Global Markets Inc., Scotia Capital (USA) Inc., Harris Nesbitt Corp.,
RBC Capital Markets Corporation, TD Securities (USA) LLC, CIBC World Markets
Corp., Credit Suisse First Boston LLC, NBF Securities (USA) Corp., HSBC
Securities (USA) Inc., Desjardins Securities International Inc. and others 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, to be dated as of the
Closing Date (as defined in Section 2) (the "Indenture"), among the Company, the
Guarantors (as defined below) and Wells Fargo Bank National Association, 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 (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 the Closing Date (the "Registration Rights
Agreement"), among the Company, the Guarantors and the Initial Purchasers,
substantially in the form of EXHIBIT D, 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)) and to pay a dividend to the Company's sole shareholder, Quebecor
Media Inc., and the balance, if any, will be applied to general corporate
purposes.

    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 will deliver to each Initial Purchaser, copies
of the Offering Memorandum, dated September 9, 2005, 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 September 9, 2005, 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 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.

    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(j) 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 (Quebec) 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.

                                       2

    (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.

    (d) Eligibility for Resale under Rule 144A.  The Securities are eligible for
resale pursuant to Rule 144A(d)(3) 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. 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 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.

    (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,

                                       3

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 (Quebec) 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.

    (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, "Enforceability 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 may 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 "Certain 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, its
subsidiaries and Videotron Telecom Ltd. ("VTL"), considered as one entity
(any such change is called a "Material Adverse Change"); (ii) the Company, its
subsidiaries and VTL, 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

                                       4

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 consolidated financial
statements of the Company, together with the related 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. The financial statements of
VTL, together with the related notes, included in the Offering Memorandum
present fairly the financial position of VTL as of and at the dates indicated
and the results of its operations and cash flows for the periods specified. Such
financial statements of the Company 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. Such financial statements of
VTL 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 17 of Form 20-F under the Exchange
Act. The financial data set forth in the Offering Memorandum under the captions
"Summary -- Summary Consolidated Financial and Operating Data and Pro Forma
Combined Financial Information" and "Selected Consolidated 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. The unaudited pro forma combined financial statements of
the Company and its subsidiaries and the related notes hereto include in the
Offering Memorandum present fairly the information contained therein, have been
prepared in accordance with the Commission's rules and guidelines with respect
to pro forma financial statements and have been properly presented on the bases
described therein, and the assumptions used in the preparation hereof are
reasonable and the adjustments used therein are appropriate to give effect to
the transactions and circumstances referred to therein. Such pro forma 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 17 of Form 20-F under the Exchange
Act.

    (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, its Material Subsidiaries, VTL 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, its Material
Subsidiaries and VTL 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

                                       5

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, 2005, 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.

    (s) Non-Contravention of Existing Instruments; No Further Authorizations or
Approvals Required.  (i) None of the Company, its Material Subsidiaries, VTL or
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, VTL or GDS or (ii) none of the Company, its subsidiaries or
VTL 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, any
of its subsidiaries or VTL 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 January 5, 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, 2002, the Fifth Amending Agreement
dated as of March 24, 2003, the Sixth Amending Agreement dated as of October 8,
2003, and the Seventh Amending Agreement dated as of November 19, 2004
(the "Credit Agreement"), the QMI Subordinated Loan dated as of March 24, 2003,
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"), and Quebecor Media Inc.'s Credit Agreement,
dated as of June 29, 2001, as amended, with RBC Dominion Securities Inc., Royal
Bank of Canada and the Co-arrangers and lenders thereto, 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,
VTL 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, its subsidiaries or VTL 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, its subsidiaries or
VTL, 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

                                       6

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, (iii) for an order to be received from the Quebec
Securities Commission under Section 12 of the Securities Act (Quebec) and
(iv) as described in the Offering Memorandum. 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, VTL or any of their
respective subsidiaries.

    (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, its subsidiaries or
VTL, or (ii) which have as the subject thereof any property owned or leased by,
the Company, its subsidiaries or VTL, where in any such case there is a
reasonable possibility that such action, suit or proceeding might be determined
adversely to the Company, such subsidiary or VTL 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, its subsidiaries or VTL. No labor dispute with the
employees of the Company, its Material Subsidiaries or VTL, 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, its Material Subsidiaries and VTL 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, none of the Company, its Material Subsidiaries or VTL 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.  Each of the Company, its Material
Subsidiaries and VTL 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"),
none of the Company, its Material Subsidiaries or VTL has received any notice of
proceedings relating to the revocation, suspension or amendment 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 none of the
Company, its Material Subsidiaries of VTL 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
or non-compliance with 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

                                       7

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.

    (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, its subsidiaries and VTL 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 eligible 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 or VTL 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; neither the Company nor VTL has 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, VTL, 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. 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, its Material Subsidiaries and VTL maintained, sponsored or funded
by Quebecor Inc., Quebecor Media Inc., the Company, any Material Subsidiary or
VTL, 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.

    (z) Title to Properties.  Except as disclosed in the Offering Memorandum,
each of the Company, its Material Subsidiaries, VTL 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, VTL or GDS. The real property, improvements,
equipment and personal property held under lease by the Company, any Material
Subsidiary, VTL 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, VTL or GDS.

                                       8

    (aa) Tax Law Compliance.  The Company, its Material Subsidiaries and VTL
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. Each of the Company and VTL 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 or VTL, respectively, has not been finally determined.

    (bb) Exchange Controls.  Except as disclosed in the Offering Memorandum,
under current laws and regulations of Canada and any political subdivision
thereof (including the Canada-United States Income Tax Convention (1980)), 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 not or are not deemed to be 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, its Material Subsidiaries and VTL is
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 its businesses including, but not limited to,
policies covering real and personal property owned or leased by the Company, its
Material Subsidiaries and VTL against theft, damage, destruction, acts of
vandalism and earthquakes. The Company has no reason to believe that it, any
Material Subsidiary or VTL 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. None of the Company, its Material Subsidiaries or VTL 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) none of the Company, its Material
Subsidiaries or VTL 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 each of the Company, its Material
Subsidiaries and VTL under applicable Environmental Laws, or noncompliance with
the terms and conditions thereof, nor has the Company, any of its Material
Subsidiaries or VTL received any written communication, whether from a
governmental authority, citizens group, employee or otherwise, that alleges that
the Company, any of its Material Subsidiaries or VTL 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

                                       9

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, any of its Material Subsidiaries or VTL or any
person or entity whose liability for any Environmental Claim the Company, any of
its Material Subsidiaries or VTL 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, any of
its Material Subsidiaries or VTL or against any person or entity whose liability
for any Environmental Claim the Company, any of its Material Subsidiaries or VTL
has retained or assumed either contractually or by operation of law.

    (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.  None of the Company, its
Material Subsidiaries or VTL nor, to the best of the Company's or any
Guarantor's knowledge, any employee or agent of the Company, its subsidiaries or
VTL, 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) Accounting System.  Each of the Company and VTL 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.

    (jj) [Reserved].

    (kk) 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.

    (ll) 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.

    (mm)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.

                                       10

    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, plus accrued interest, 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 1.375% of the offering price set
forth on the cover of the Offering Memorandum, payable on the Closing Date. 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.

    (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 September 16,
2005, 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.

    (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

                                       11

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.

    (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.

                                       12

    (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).

    (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").

    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
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

                                       13

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.

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, unaudited and pro forma 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.

    (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) Ogilvy Renault LLP, U.S. counsel for the Company and the Guarantors, dated
as of such Closing Date, the form of which is attached as Exhibit A,
(ii) Arnold & Porter LLP, U.S. tax counsel for the Company and the Guarantors,
dated as of such Closing Date, the form of which is attached as Exhibit B,
and (iii) Ogilvy Renault LLP, Canadian counsel for the Company and the
Guarantors, dated as of such Closing Date, the form of which is attached as
Exhibit C.

    (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

                                       14

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)  [Reserved].

    (j)  Securities Act (Quebec) Order.  The Company shall have received an
order under Section 12 of the Securities Act (Quebec).

    (k) 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.

                                       15

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.

    (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."

    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

                                       16

    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 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 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 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 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 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.

    (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

                                       17

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.

    (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

                                       18

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.

    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

                                       19

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.

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 57th Street, 6th 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.

If to the Company or the Guarantors:

    Videotron Ltee
    300 Viger Avenue East
    Montreal, Quebec H2X 3W4

    Facsimile: (514) 985-8834
    Attention: Frederic Despars
           Executive 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.

                                       20

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 located in the City
and County of New York (collectively, the "Specified Courts"), and each party
irrevocably submits to the non-exclusive jurisdiction 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.

    (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 proceedings instituted in regard to the enforcement of a judgment of the
Specified Courts (a "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

                                       21

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.

    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.  Arms Length Relationship.  The Company acknowledges and agrees that
in connection with all aspects of each transaction contemplated by this
Agreement, the Company and each Initial Purchaser and any affiliate through
which it may be acting (each, a "Transaction Affiliate") have an arms length
business relationship that creates no fiduciary duty on the part of any Initial
Purchaser or any Transaction Affiliate and each expressly disclaims any
fiduciary relationship.

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.

                                                      
                                                       Very truly yours,

                                                       VIDEOTRON LTEE

                                                       By:  /s/ JACQUES MALLETTE
                                                            ----------------------------------------------
                                                            Name:  Jacques Mallette
                                                            Title:   Executive Vice President

                                                       LE SUPERCLUB VIDEOTRON LTEE

                                                       By:  /s/ JACQUES MALLETTE
                                                            ----------------------------------------------
                                                            Name:  Jacques Mallette
                                                            Title:   Director



                                       22

                                                      
                                                       GROUPE DE DIVERTISSEMENT SUPERCLUB INC.

                                                       By:  /s/ JACQUES MALLETTE
                                                            ----------------------------------------------
                                                            Name:  Jacques Mallette
                                                            Title:   Director

                                                       SUPERCLUB VIDEOTRON CANADA INC.

                                                       By:  /s/ JACQUES MALLETTE
                                                            ----------------------------------------------
                                                            Name:  Jacques Mallette
                                                            Title:   Director

                                                       LES PROPRIETES SUPERCLUB INC.

                                                       By:  /s/ JACQUES MALLETTE
                                                            ----------------------------------------------
                                                            Name:  Jacques Mallette
                                                            Title:   Director

                                                       CF CABLE TV INC.

                                                       By:  /s/ JACQUES MALLETTE
                                                            ----------------------------------------------
                                                            Name:  Jacques Mallette
                                                            Title:   Executive Vice President

                                                       VIDEOTRON (REGIONAL) LTD.

                                                       By:  /s/ JACQUES MALLETTE
                                                            ----------------------------------------------
                                                            Name:  Jacques Mallette
                                                            Title:   Executive Vice President



                                       23

    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.
SCOTIA CAPITAL (USA) INC.
HARRIS NESBITT CORP.
RBC CAPITAL MARKETS CORPORATION
TD SECURITIES (USA) LLC
CIBC WORLD MARKETS CORP.
CREDIT SUISSE FIRST BOSTON LLC
NBF SECURITIES (USA) CORP.
HSBC SECURITIES (USA) INC.
DESJARDINS SECURITIES INTERNATIONAL INC.

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



                                       24

                                   SCHEDULE A



                                                              Aggregate Principal
                                                                   Amount of
                                                               Securities to be
Initial Purchasers                                                 Purchased
- ------------------                                            -------------------
                                                           
Banc of America Securities LLC..............................    U.S.$70,000,000
Citigroup Global Markets Inc................................         35,000,000
Scotia Capital (USA) Inc....................................         11,375,000
Harris Nesbitt Corp.........................................         10,500,000
RBC Capital Markets Corporation.............................         10,500,000
TD Securities (USA) LLC.....................................         10,500,000
CIBC World Markets Corp.....................................          5,250,000
Credit Suisse First Boston LLC..............................          5,250,000
NBF Securities (USA) Corp...................................          5,250,000
HSBC Securities (USA) Inc...................................          2,625,000
Desjardins Securities International Inc.....................          2,625,000
Others......................................................          6,125,000
                                                               ----------------
  Total.....................................................   U.S.$175,000,000
                                                               ================


                                       25

                                   SCHEDULE B
                                   Guarantors



                                                              Jurisdiction of
Guarantor                                                      Incorporation
- ---------                                                     ---------------
                                                           
Le Superclub Videotron ltee.................................  Quebec, Canada

Groupe de Divertissement SuperClub inc......................  Quebec, Canada

SuperClub Videotron Canada inc..............................  Quebec, Canada

Les Proprietes SuperClub inc................................  Quebec, Canada

CF Cable TV Inc.............................................      Canada

Videotron (Regional) Ltd....................................      Canada


                                       26

                                   SCHEDULE C
                             Material Subsidiaries



                                                              Jurisdiction of
Subsidiary                                                     Incorporation
- ----------                                                    ---------------
                                                           
Le SuperClub Videotron ltee.................................  Quebec, Canada
CF Cable TV Inc.............................................      Canada
Videotron (Regional) Ltd....................................      Canada


                                       27

                                   SCHEDULE D
                             Liens and Encumbrances

    - Liens created pursuant to the Credit Agreement and liens permitted
      thereunder.

                                       28

                                   SCHEDULE E
                                  Subsidiaries



                                                              Jurisdiction of    Percent of
Subsidiary                                                     Incorporation    Voting Right
- ----------                                                    ---------------   ------------
                                                                                (direct and
                                                                                 indirect)
                                                                          
Le SuperClub Videotron ltee.................................  Quebec, Canada      100%
Societe d'Edition et de Transcodage T.E. ltee...............  Quebec, Canada     62.11%
CF Cable TV Inc.............................................      Canada          100%
Videotron (Regional) Ltd....................................      Canada          100%
Groupe de Divertissement SuperClub inc......................  Quebec, Canada      100%
SuperClub Videotron Canada inc..............................  Quebec, Canada      100%
Les Proprietes SuperClub inc................................  Quebec, Canada      100%


                                       29

                                                                       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 and, assuming
the Notes have been duly authorized by the Company for issuance and sale
pursuant to the Purchase Agreement and the Indenture, have been duly executed
and delivered by the Company (to the extent execution and delivery are governed
by the law of the State of New York), and when 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.

    (vi) 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

                                      A-1

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)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," 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.

    (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, 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(mm), 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

                                      A-2

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.

    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-3

                                                                       EXHIBIT B

    Opinion of U.S. tax counsel for the Company and the Guarantors to be
delivered pursuant to Section 5(c) of the Purchase Agreement.

    (i)  The statements in the Offering Memorandum under the caption "Certain
Tax Considerations -- Certain U.S. Federal Income Tax Considerations," 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.

                                      B-1

                                                                       EXHIBIT C

    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 Quebec.

    (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 Le SuperClub Videotron ltee, Groupe de divertissement
SuperClub inc., SuperClub Videotron Canada inc., Les Proprietes SuperClub inc,
CF Cable TV Inc. and Videotron (Regional) Ltd. (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 Videotron (1998) ltee 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 (Quebec) or to the best knowledge of
such counsel, otherwise.

    (viii)  The Purchase Agreement has been duly authorized, executed and
delivered by the Company and each of Videotron TVN inc., Videotron (1998) ltee,
Le SuperClub Videotron ltee 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.

                                      C-1

    (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 Quebec 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
"Enforceability 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 may 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," "Certain Tax
Considerations," and "Notice to Canadian Investors," 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.

    (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,

                                      C-2

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 Quebec 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.

    (xxiii)  If an action is brought in a court of competent jurisdiction in
Quebec (the "Quebec Court") to enforce the Indenture, this Agreement, the
Registration Rights Agreement, the DTC Agreement, the Securities or the Exchange
Securities in accordance with the laws applicable thereto as chosen by the
parties, namely New York law, the Quebec Court would recognize the choice of
New York law, and, upon appropriate evidence as to such law being adduced, apply
the internal law of New York, provided that (i) in matters of procedure, the
laws of Quebec will be applied, (ii) those rules of law in force in Quebec which
are applicable by reason of their particular object will be applied, and
(iii) the provisions of the laws of New York will not be applied if the
application would be inconsistent with public order as understood in
international relations. A Quebec Court will retain discretion to decline to
hear such action if it is not the proper forum to hear such an action, or if
concurrent proceedings are pending or have been decided elsewhere. In such
counsel's opinion, there are no reasons under current law for avoiding the
application of New York law based on public order, except that there is some
doubt as to whether a Quebec Court would apply U.S. federal or state securities
laws as the sole basis for liability.

    (xxiv)  If an action is brought in a Quebec Court on a final and enforceable
judgment IN PERSONAM for a sum certain of a New York court that is not subject
to ordinary remedy under New York law respecting the enforcement of the
Indenture, this Agreement, the Registration Rights Agreement, the DTC Agreement,
the Securities or the Exchange Securities, the Quebec Court will recognize and
declare enforceable the New York judgment if: (i) the New York court rendering
such judgment had jurisdiction over the judgment debtor, as recognized by a
Quebec 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 judgment is not inconsistent with public order as
understood in international relations in Quebec 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 such as expropriation 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 Quebec, whether or not a final judgment has been
issued, is not pending before a Quebec 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 Quebec; (vi) interest payable on the Debentures is
not characterized by a Quebec 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
Quebec Court may only give judgment in Canadian dollars, and in enforcing a
foreign judgment for a sum of money in a foreign currency, a Quebec 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, a Quebec Court would conclude that the New York court had
jurisdiction based on 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 the appointment

                                      C-3

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. Moreover, in such counsel's opinion, there are no
reasons based on public policy, as that term is understood under the laws of
Quebec, 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 some
doubt as to the enforceability in a Quebec Court of judgments of a New York
Court, wherein liability is predicated solely upon United States federal or
state securities laws.

    In rendering such opinion, such counsel may rely as to matters involving the
application of laws of any jurisdiction other than the Provinces of Quebec,
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.

                                      C-4

                                                                       EXHIBIT D

                         Registration Rights Agreement

                                      D-1

                                                                         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.

EX-3.15

                                                                    EXHIBIT 3.15

[LOGO]         Industry Canada         Industrie Canada

                                                         
  Certificate                                                 Certificat
  of Continuance                                              de prorogation

  Canada Business                                             Loi canadienne sur
  Corporations Act                                            les societes par actions

  CF Cable TV inc.

  CF Cable TV inc.                                                                  398791-4

  ----------------------------------------------------        ----------------------------------------------------
  Name of corporation -- Denomination de la societe           Corporation number -- Numero de la societe

  I hereby certify that the above-named corporation was       Je certifie que la societe susmentionnee a ete
    continued under section 187 of the CANADA BUSINESS        proroguee en vertu de l'article 187 de la LOI
  CORPORATIONS ACT, as set out in the attached articles       CANADIENNE SUR LES SOCIETES PAR ACTIONS, tel qu'il
  of continuance.                                             est indique dans les clauses de prorogation
                                                              ci-jointes.

                        (SIGNED)                                     December 20, 2001 / le 20 decembre 2001

                  Director -- Directeur                           Date of Continuance -- Date de la prorogation
  Canada

  



                                                                                            
[LOGO]                    Industry Canada           Industrie Canada                  FORM 11                 FORMULE 11
                                                                                    ARTICLES OF         CLAUSES DE PROROGATION
                          Canada Business           Loi canadienne sur les          CONTINUANCE              (ARTICLE 187)
                          Corporations Act          societes par actions           (SECTION 187)



                                                             
1 -  Name of corporation                                           Denomination de la societe

                                                                   CF Cable TV inc.

                                                                   CF Cable TV Inc.
2 -  The place in Canada where the registered office is to be      Lieu au Canada ou doit etre situe le siege social
     situated

                                                                   Province of Quebec
3 -  The classes and any maximum number of shares that the         Categories et tout nombre maximal d'actions que la societe
     corporation is authorized to issue                            est autorisee a emettre

                                                                   The attached Schedule A forms an integral part hereof.
4 -  Restrictions, if any, on share transfers                      Restrictions sur le transfert des actions, s'il y a lieu

                                                                   The attached Schedule B forms an integral part hereof.
5 -  Number (or minimum and maximum number) of directors           Nombre (ou nombre minimal et maximal) d'administrateurs

                                                                   MINIMUM:  1          MAXIMUM:  10
6 -  Restrictions, if any, on business the corporation may carry   Limites imposes a l'activite commerciale de la societe, s'il
     on                                                            y a lieu

                                                                   N/A
7 -  (1) If change of name effected, previous name                 (1) S'il y a changement de denomination, denomination
                                                                   anterieure

                                                                   CF Cable TV inc.

                                                                   (2) Details de la constitution

                                                                   February 19, 1988.
8 -  Other provisions, if any                                      Autres dispositions, s'il y a lieu

                                                                   The attached Schedule C forms an integral part hereof.



                                                                               
Date                                          Signature                              Title -- Titre

                                              (SIGNED)                               Executive Vice President and Chief
                                                                                     Financial Officer
FOR DEPARTMENTAL USE ONLY -- A L'USAGE DU MINISTERE SEULEMENT                        Filed -- Deposee
Corporation No. -- N(o) de la societe

                                     398791-4                                        December 21, 2001



      IC 3247 (01-95) (CCA 1391)

                                  SCHEDULE "A"

                                relating to the

                                 SHARE CAPITAL

The unlimited share capital of the Corporation shall be comprised of eight
(8) classes of shares with the following rights, privileges, conditions and
restrictions:

A.  CLASS "A" SHARES:  There shall be an unlimited number of class "A" shares,
    without par value, with the following rights, privileges, conditions and
    restrictions:

    (1) Dividends and Participation.  Subject to the rights and privileges
       conferred by the other classes of shares, holders of class "A" shares
       shall have the following rights, PARI PASSU with holders of class "B" and
       class "H" shares:

       (a) participate in the property, profits and surplus assets of the
           Corporation and, to this end, receive all dividends declared by the
           Corporation; and

       (b) share in the remaining property of the Corporation upon its
           liquidation.

    (2) Restriction.  In addition to the conditions imposed by section 42 and
       subsections 34(2) and 35(3) of the CANADA BUSINESS CORPORATIONS ACT,
       respectively, the Corporation shall not pay any dividends on the
       class "A" shares or purchase any such shares by mutual agreement if, in
       doing so, the realizable value of the Corporation's net assets would be
       insufficient to redeem the class "D" and class "E" shares.

    (3) Voting Rights.  Holders of class "A" shares shall be entitled to vote at
       all meetings of shareholders of the Corporation and each class "A" share
       shall confer one (1) vote upon them, except at meetings where the right
       to vote is limited to holders of shares of another class.

B.  CLASS "B" SHARES:  There shall be an unlimited number of class "B" shares,
    without par value, with the following rights, privileges, conditions and
    restrictions:

    (1) Dividends and Participation.  Subject to the rights and privileges
       conferred by the other classes of shares, holders of class "B" shares
       shall have the following rights, PARI PASSU with holders of class "A" and
       class "H" shares:

       (a) participate in the property, profits and surplus assets of the
           Corporation and, to this end, receive all dividends declared by the
           Corporation; and

       (b) share in the remaining property of the Corporation upon its
           liquidation.

    (2) Restriction.  In addition to the conditions imposed by section 42 and
       subsections 34(2) and 35(3) of the CANADA BUSINESS CORPORATIONS ACT, the
       Corporation shall not pay any dividends on the class "B" shares or
       purchase any such shares by mutual agreement if, in doing so, the
       realizable value of the Corporation's net assets would be insufficient to
       redeem the class "D" and class "E" shares.

    (3) Voting Rights.  Holders of class "B" shares shall be entitled to vote at
       all meetings of shareholders of the Corporation and each class "B" share
       shall confer one (1) vote upon them, except at meetings where the right
       to vote is limited to holders of shares of another class.

    (4) Right to Exchange.  Subject to the combined approval of the directors of
       the Corporation and of the holders of the majority of the outstanding
       class "D" shares, holders of class "B" shares shall be entitled to
       require, upon demand and with respect to all or part of their shares, the
       issuance of one class "D" share in exchange for any class "B" share, the
       whole in accordance with the following proportions: the conversion rate
       shall be one class "D" share for each class "B" share exchanged, with the
       new class "D" share having attributed thereto the exact same amount as
       the amount paid into the appropriate subdivision of the issued and
       paid-up share capital account for the class "B" share that has been
       exchanged.

    C.  CLASS "C" SHARES:  There shall be an unlimited number of class "C"
       shares, without par value, with the following rights, privileges,
       conditions and restrictions:

    (1) Dividends and Participation.  Holders of class "C" shares shall not
       participate in the profits or surplus assets of the Corporation and, to
       this end, they are not entitled to receive any dividends declared by the
       Corporation.

    (2) Repayment.  If the Corporation's assets are distributed for any reason
       whatsoever, including a dissolution, voluntary liquidation or forced
       liquidation, holders of class "C" shares shall be entitled, in preference
       to holders of all other classes of shares, to repayment of the amount
       paid into the stated capital account for the class "C" shares.

    (3) Voting Rights.  Holders of class "C" shares shall be entitled to vote at
       all meetings of shareholders of the Corporation and each class "C" share
       shall confer one (1) vote upon them, except at meetings where the right
       to vote is limited to holders of shares of another class.

    (4) Automatic Redemption.  Subject to the provisions of
       subsection 36(2) of the CANADA BUSINESS CORPORATIONS ACT, the Corporation
       shall automatically redeem the class "C" shares held by a shareholder
       upon his death. The Corporation shall have thirty (30) days from the date
       of death within which to pay to the deceased's testamentary executors or
       administrators a price equal to the amount paid for these shares into the
       stated capital account for the class "C" shares, the whole upon receipt
       of the certificates representing the redeemed shares.

       The class "C" shares which have been so redeemed shall be cancelled as of
       their redemption date and, in accordance with the provisions of
       subsection 39(1) of the CANADA BUSINESS CORPORATIONS ACT, the Corporation
       shall reduce the stated capital account for the class "C" shares.

    (5) Right to Purchase.  Subject to the provisions of
       subsections 34(2) and 35(3) of the CANADA BUSINESS CORPORATIONS ACT, the
       Corporation may, when it deems it appropriate, purchase by mutual
       agreement and at the best possible price, all or part of the outstanding
       class "C" shares, the whole without being required to give a notice or
       take the other classes of shares into account.

       The class "C" shares which have been so purchased shall be cancelled
       automatically as of their purchase date and, in accordance with the
       provisions of subsection 39(1) of the CANADA BUSINESS CORPORATIONS ACT,
       the Corporation shall reduce the stated capital account for the
       class "C" shares.

D.  CLASS "D" SHARES:  There shall be an unlimited number of class "D" shares,
    without par value, with the following rights, privileges, conditions and
    restrictions:

    (1) Dividends.  Holders of class "D" shares shall be entitled to receive, in
       preference to holders of class "A", class "B", class "E", class "F",
       class "G" and class "H" shares, from the funds available for the payment
       of dividends and when dividends are declared by the Corporation, a
       monthly, preferred and non-cumulative dividend which shall not exceed the
       declared dividend and which shall be equal to one percent (1%) per month
       of the "redemption value" of the class "D" shares, as such "redemption
       value" is defined in paragraph (5) hereinbelow. The Corporation shall not
       declare a dividend for more than one month at a time, and the directors
       shall determine the date, time and terms and conditions of payment
       thereof.

    (2) Repayment.  If the Corporation's assets are distributed for any reason
       whatsoever, including a dissolution, voluntary liquidation or forced
       liquidation, holders of class "D" shares shall be entitled, in preference
       to holders of class "A", class "B", class "E", class "F", class "G" and
       class "H" shares, but after holders of class "C" shares, to the payment
       of the "redemption value" of the class "D" shares, as such "redemption
       value" is defined in paragraph (5) hereinbelow, plus any declared but
       unpaid dividends on the class "D" shares.

    (3) Additional Participation.  The class "D" shares shall not confer any
       other right to share in any of the profits or surplus assets of the
       Corporation.

                                       2

    (4) Voting Rights.  Subject to the provisions of the CANADA BUSINESS
       CORPORATIONS ACT, holders of class "D" shares shall not, in their
       capacity as such, be entitled to receive notices of meetings of
       shareholders of the Corporation, attend same or vote thereat.

    (5) Right of Redemption.  Subject to the provisions of subsection 36(2) of
       the CANADA BUSINESS CORPORATIONS ACT, holders of class "D" shares shall,
       at all times and upon written notice, be entitled to require the
       Corporation to redeem their shares at a price equal to the amount paid
       for these shares into the stated capital account for the class "D"
       shares, plus a premium equal to the difference between the amount paid
       for these shares into the stated capital account for the class "D" shares
       and the fair market value of the class "A" [SIC] shares upon their
       exchange for class "D" shares.

       The redemption price so determined shall be the "redemption value" of the
       class "D" shares, to which shall be added, if applicable, the amount to
       be paid by the Corporation as declared, but unpaid, dividends on the said
       class "D" shares. In establishing the value of the aforementioned
       premium, the Corporation and the holders of class "D" shares shall rely
       on the fair market value of the class "B" shares upon their exchange for
       class "D" shares.

       In case of disagreement with the federal or provincial Ministry of
       Revenue, the Ministry of Revenue's evaluation of the fair market value of
       the class "B" shares upon their exchange shall prevail, and the amount of
       the premium shall be adjusted accordingly, if the Ministry of Revenue
       provides the Corporation and the holder of class "D" shares the
       opportunity to contest its evaluation with the Ministry of Revenue or
       before the courts. In case of discrepancy between the federal and
       provincial evaluations, the amount of the premium shall be based on the
       lower of the evaluations established in accordance with an uncontested
       assessment or a final judgment, as the case may be.

       The class "D" shares which have been so redeemed at the request of a
       shareholder shall be cancelled as of their redemption date and, in
       accordance with the provisions of subsection 39(1) of the CANADA BUSINESS
       CORPORATIONS ACT, the Corporation shall reduce the stated capital account
       for the class "D" shares.

    (6) Right to Purchase.  Subject to the provisions of
       subsections 34(2) and 35(3) of the CANADA BUSINESS CORPORATIONS ACT, the
       Corporation may, when it deems it appropriate, purchase by mutual
       agreement and at the best possible price, all or part of the outstanding
       class "D" shares, the whole without being required to give a notice or
       take the other classes of shares into account. However, the purchase
       price shall not, under any circumstances, exceed the aforementioned
       redemption price or exceed the realizable value of the Corporation's net
       assets.

       The class "D" shares which have been so purchased shall be cancelled
       automatically as of their purchase date and, in accordance with the
       provisions of subsection 39(1) of the CANADA BUSINESS CORPORATIONS ACT,
       the Corporation shall reduce the stated capital account for the
       class "D" shares.

E.  CLASS "E" SHARES:  There shall be an unlimited number of class "E" shares,
    without par value, with the following rights, privileges, conditions and
    restrictions:

    (1) Dividends.  When dividends are declared by the Corporation, holders of
       class "E" shares shall be entitled to receive, in preference to holders
       of class "A", class "B", class "F", class "G" and class "H" shares, but
       after holders of class "D shares, from the funds available for the
       payment of dividends, a monthly, preferred and non-cumulative dividend
       which shall not exceed the declared dividend and which shall be equal to
       one percent (1%) per month of the "redemption value" of the class "E"
       shares, as such "redemption value" is defined in
       paragraph (5) hereinbelow. The Corporation shall not declare a dividend
       for more than one month at a time, and the directors shall determine the
       timing and the terms and conditions of payment thereof.

    (2) Repayment.  If the Corporation's assets are distributed for any reason
       whatsoever, including a dissolution, voluntary liquidation or forced
       liquidation, holders of class "E" shares shall be entitled, in preference
       to holders of class "A", class "B", class "F", class "G" and class "H"
       shares, but after holders of class "C" and class "D" shares, to the
       payment of the "redemption value" of the class "E"

                                       3

       shares, as such "redemption value" is defined in
       paragraph (5) hereinbelow, plus any declared but unpaid dividends on the
       class "E" shares.

    (3) Additional Participation.  The class "E" shares shall not confer any
       other right to share in any of the profits or surplus assets of the
       Corporation.

    (4) Voting Rights.  Subject to the provisions of the CANADA BUSINESS
       CORPORATIONS ACT, holders of class "E" shares shall not, in their
       capacity as such, be entitled to receive notices of meetings of
       shareholders of the Corporation, attend same or vote thereat.

    (5) Right of Redemption.  Subject to the provisions of subsection 36(2) of
       the CANADA BUSINESS CORPORATIONS ACT, each holder of class "E" shares
       shall, at all times and upon written notice, be entitled to require the
       Corporation to redeem all or part of his shares at a price equal to the
       amount paid for the said share(s) into the stated capital account for the
       class "E" shares, plus a premium equal to the difference between the fair
       market value of the consideration received by the Corporation upon the
       issuance of the said class "E" share(s), as consideration for the
       issuance thereof, and the total of the following amounts:

       (a) the amount paid for the said share(s) into the stated capital account
           for the class "E" shares, and

       (b) the fair market value of any property, other than a class "E" share,
           given by the Corporation as payment for such consideration.

       The redemption price so determined shall be the "redemption value" of the
       said class "E" share(s), to which shall be added, if applicable, the
       amount to be paid by the Corporation as declared, but unpaid, dividends
       on the said class "E" share(s). The Corporation and the person
       subscribing for class "E" shares shall, upon the issuance of the
       class "E" shares, mutually determine the fair market value of the
       aforementioned consideration. In case of disagreement with the federal or
       provincial Ministry of Revenue, the Ministry's evaluation of the fair
       market value of said consideration shall prevail, and the amount of the
       premium shall be adjusted accordingly, if the Ministry provides the
       Corporation and the holder of class "E" shares the opportunity to contest
       its evaluation with the Ministry or before the courts. In case of
       discrepancy between the federal and provincial evaluations, the amount of
       the premium shall be based on the lower of the evaluations established in
       accordance with an uncontested assessment or a final judgment, as the
       case may be.

       If, before the redemption price provided for in the preceding sentence is
       adjusted, the Company has paid an amount, in cash or in any other form of
       consideration, to a holder of class "E" shares, whether in connection
       with a redemption or purchase of class "E" shares either at the option of
       the holder or of the Company, and the amount so paid for the class "E"
       shares differs from the redemption price as adjusted, the holder or the
       Company, as the case may be, shall immediately pay to the holder or to
       the Company, as the case may be, the necessary amount to ensure that the
       amount paid in connection with such redemption or purchase is equal to
       the redemption price as so adjusted.

       Furthermore, if, at the time of the adjustment, dividends have already
       been declared and paid on the class "E" shares, the dividends shall be
       adjusted so as to reflect the adjustment in the redemption price.

       The Corporation shall redeem class "E" shares without taking the other
       classes of shares into account, and it shall have thirty (30) days from
       the date of redemption within which to pay the redemption price to the
       former holder of class "E" shares. If the provisions of
       subsection 36(2) of the CANADA BUSINESS CORPORATIONS ACT do not allow the
       Corporation to respect this deadline, the Corporation shall pay an
       initial portion of the redemption price within the said period of thirty
       (30) days and it shall pay any unpaid balance as soon as it is legally
       entitled to do so.

       Any class "E" share which has been so redeemed at the option of its
       holder shall be cancelled as of its redemption date and, in accordance
       with the provisions of subsection 39(1) of the CANADA BUSINESS
       CORPORATIONS ACT, the Corporation shall reduce the stated capital account
       for the class "E" shares.

    (6) Right to Purchase.  Subject to the provisions of
       subsections 34(2) and 35(3) of the CANADA BUSINESS CORPORATIONS ACT, the
       Corporation may, when it deems it appropriate, purchase by mutual
       agreement and

                                       4

       at the best possible price, all or part of the outstanding class "E"
       shares, the whole without being required to give a notice or take the
       other classes of shares into account. However, the purchase price shall
       not, under any circumstances, exceed the aforementioned redemption price
       or exceed the realizable value of the Corporation's net assets.

       The class "E" shares which have been so purchased shall be cancelled
       automatically as of their purchase date and, in accordance with the
       provisions of subsection 39(1) of the CANADA BUSINESS CORPORATIONS ACT,
       the Corporation shall reduce the stated capital account for the
       class "E" shares.

F.  CLASS "F" SHARES:  There shall be an unlimited number of class "F" shares,
    without par value, with the following rights, privileges, conditions and
    restrictions:

    (1) Dividends.  When dividends are declared by the Corporation, holders of
       class "F" shares shall be entitled to receive, in preference to holders
       of class "A", class "B", class "G" and class "H" shares, but after
       holders of class "D and class "E" shares, from the funds available for
       the payment of dividends, an annual, preferred and non-cumulative
       dividend which shall not exceed the declared dividend and which shall be
       equal to one dollar ($1) per share; the directors shall determine the
       timing and the terms and conditions of payment thereof.

    (2) Repayment.  If the Corporation's assets are distributed for any reason
       whatsoever, including a dissolution, voluntary liquidation or forced
       liquidation, holders of class "F" shares shall be entitled, in preference
       to holders of class "A", class "B", class "G" and class "H" shares, but
       after holders of class "C", class "D" and class "E" shares, to repayment
       of the amount paid for the said shares into the stated capital account
       for the class "F" shares, plus any declared but unpaid dividends on the
       class "F" shares.

    (3) Additional Participation.  The class "F" shares shall not confer any
       other right to share in any of the profits or surplus assets of the
       Corporation.

    (4) Voting Rights.  Subject to the provisions of the CANADA BUSINESS
       CORPORATIONS ACT, holders of class "F" shares shall not, in their
       capacity as such, be entitled to receive notices of meetings of
       shareholders of the Corporation, attend same or vote thereat.

    (5) Right of Redemption.  Subject to the provisions of subsection 36(2) of
       the CANADA BUSINESS CORPORATIONS ACT, holders of class "F" shares shall,
       at all times and upon written notice, be entitled to require the
       Corporation to redeem all or part of their shares at a price equal to the
       amount paid for the said shares into the stated capital account for the
       class "F" shares, plus, if applicable, the amount to be paid by the
       Corporation as declared, but unpaid, dividends on the said class "F"
       shares. The Corporation shall carry out the redemption upon receipt of
       the redemption request, and it shall have thirty (30) days following such
       date within which to pay the redemption price to the former holders of
       class "F" shares. If the provisions of subsection 36(2) of the CANADA
       BUSINESS CORPORATIONS ACT do not allow the Corporation to respect this
       deadline, the Corporation shall pay an initial portion of the redemption
       price within the said period of thirty (30) days and it shall pay any
       unpaid balance as soon as it is legally entitled to do so.

       The class "F" shares which have been so redeemed at the request of a
       shareholder shall be cancelled as of their redemption date and, in
       accordance with the provisions of the CANADA BUSINESS CORPORATIONS ACT,
       the Corporation shall reduce the stated capital account for the
       class "F" shares.

    (6) Right to Purchase.  Subject to the provisions of
       subsections 34(2) and 35(3) of the CANADA BUSINESS CORPORATIONS ACT, the
       Corporation may, when it deems it appropriate, purchase by mutual
       agreement and at the best possible price, all or part of the outstanding
       class "F" shares, the whole without being required to give a notice or
       take the other classes of shares into account.

       The class "F" shares which have been so purchased shall be cancelled
       automatically as of their purchase date and, in accordance with the
       provisions of the CANADA BUSINESS CORPORATIONS ACT, the Corporation shall
       reduce the stated capital account for the class "F" shares.

                                       5

G.  CLASS "G" SHARES:  There shall be an unlimited number of class "G" shares,
    without par value, with the following rights, privileges, conditions and
    restrictions:

    (1) Dividends.  When dividends are declared by the Corporation, holders of
       class "G" shares shall be entitled to receive, in preference to holders
       of class "A", class "B" and class "H" shares, but after holders of class
       "D, class "E" and class "F" shares, from the funds available for the
       payment of dividends, an annual, preferred and non-cumulative dividend
       which shall not exceed the declared dividend and which shall be equal to
       one dollar ($1) per share; the directors shall determine the timing and
       the terms and conditions of payment thereof.

    (2) Repayment.  If the Corporation's assets are distributed for any reason
       whatsoever, including a dissolution, voluntary liquidation or forced
       liquidation, holders of class "G" shares shall be entitled, in preference
       to holders of class "A", class "B" and class "H" shares, but after
       holders of class "C", class "D", class "E" and class "F" shares,
       to repayment of the amount paid for the said shares into the stated
       capital account for the class "G" shares, plus any declared but unpaid
       dividends on the class "G" shares.

    (3) Additional Participation.  The class "G" shares shall not confer any
       other right to share in any of the profits or surplus assets of the
       Corporation.

    (4) Voting Rights.  Subject to the provisions of the CANADA BUSINESS
       CORPORATIONS ACT, holders of class "G" shares shall not, in their
       capacity as such, be entitled to receive notices of meetings of
       shareholders of the Corporation, attend same or vote thereat.

    (5) Unilateral Right of Redemption.  Subject to the provisions of
       subsection 36(2) of the CANADA BUSINESS CORPORATIONS ACT, the Corporation
       may, when it deems it appropriate and upon written notice of thirty
       (30) days, unilaterally redeem the class "G" shares at a price equal to
       the amount paid for these shares into the stated capital account for the
       class "G" shares, plus, if applicable, the amount of the declared, but
       unpaid, dividends on the said shares. If the Corporation carries out a
       partial redemption, such redemption shall be carried out pro rata to the
       number of class "G" shares outstanding, without taking share fractions
       into account.

       The class "G" shares which have been so redeemed shall be cancelled as of
       their redemption date and, in accordance with the provisions of
       subsection 39(1) of the CANADA BUSINESS CORPORATIONS ACT, the Corporation
       shall reduce the stated capital account for the class "G" shares.

    (6) Right to Purchase.  Subject to the provisions of
       subsections 34(2) and 35(3) of the CANADA BUSINESS CORPORATIONS ACT, the
       Corporation may, when it deems it appropriate, purchase by mutual
       agreement and at the best possible price, all or part of the outstanding
       class "G" shares, the whole without being required to give a notice or
       take the other classes of shares into account.

       The class "G" shares which have been so purchased shall be cancelled
       automatically as of their purchase date and, in accordance with the
       provisions of subsection 39(1) of the CANADA BUSINESS CORPORATIONS ACT,
       the Corporation shall reduce the stated capital account for the
       class "G" shares.

H.  CLASS "H" SHARES:  There shall be an unlimited number of class "H" shares,
    without par value, with the following rights, privileges, conditions and
    restrictions:

    (1) Dividends and Participation.  Subject to the rights and privileges
       conferred by the other classes of shares, holders of class "H" shares
       shall have the following rights, PARI PASSU with holders of class "A" and
       class "B" shares:

       (a) participate in the property, profits and surplus assets of the
           Corporation and, to this end, receive all dividends declared by the
           Corporation; and

       (b) share in the remaining property of the Corporation upon its
           liquidation.

    (2) Restriction.  In addition to the conditions imposed by section 42 and
       subsections 34(2) and 35(3) of the CANADA BUSINESS CORPORATIONS ACT, the
       Corporation shall not pay any dividends on the class "H" shares

                                       6

       or purchase any such shares by mutual agreement if, in doing so, the
       realizable value of the Corporation's net assets would be insufficient to
       redeem the class "D" and class "E" shares.

    (3) Voting Rights.  Subject to the provisions of the CANADA BUSINESS
       CORPORATIONS ACT, holders of class "H" shares shall not, in their
       capacity as such, be entitled to receive notices of meetings of
       shareholders of the Corporation, attend same or vote thereat.

    (4) Right of Redemption.  Subject to the provisions of subsection 36(2) of
       the CANADA BUSINESS CORPORATIONS ACT, holders of class "H" shares shall,
       at all times and upon written notice, be entitled to require the
       Corporation to redeem all or part of their shares at a price equal to the
       amount paid for the said shares into the stated capital account for the
       class "H" shares. The Corporation shall carry out the redemption upon
       receipt of the redemption request, and it shall have thirty (30) days
       following such date within which to pay the redemption price to the
       former holders of class "H" shares. If the provisions of
       subsection 36(2) of the CANADA BUSINESS CORPORATIONS ACT do not allow the
       Corporation to respect this deadline, the Corporation shall pay an
       initial portion of the redemption price within the said period of thirty
       (30) days and it shall pay any unpaid balance as soon as it is legally
       entitled to do so.

       The class "H" shares which have been so redeemed at the request of a
       shareholder shall be cancelled as of their redemption date and, in
       accordance with the provisions of subsection 39(1) of the CANADA BUSINESS
       CORPORATIONS ACT, the Corporation shall reduce the stated capital account
       for the class "H" shares.

                                       7

                                  SCHEDULE "B"

                                  relating to

                       RESTRICTIONS ON SHARE ASSIGNMENTS

    No shares of the Corporation shall be assigned without the consent of the
directors, which consent shall be evidenced by a resolution of the board of
directors. However, such consent may be given after the assignment has been
recorded in the Corporation's minute book, in which case such consent shall be
valid and shall take effect retroactively on the date the assignment of shares
was recorded.

                                       8

                                  SCHEDULE "C"

                                  relating to

                                OTHER PROVISIONS

1.  The number of shareholders of the Corporation shall be limited to 50,
    exclusive of present or former employees of the Corporation or of a
    subsidiary; two or more persons jointly holding one or more shares shall be
    counted as one shareholder.

2.  There shall not be any distribution of securities to the public by the
    Corporation.

3.  The directors may, whenever they deem appropriate:

    (a) borrow money on the credit of the Corporation;

    (b) issue debentures or other securities of the Corporation and pledge or
       sell same for such sums and at such price as may be deemed expedient;

    (c) hypothecate the immovable or movable property of the Corporation or
       otherwise encumber the movable property of the Corporation.

    None of the provisions of the preceding paragraphs shall limit or restrict
the sums borrowed by the Corporation by means of any bill of exchange or
promissory note made, drawn, accepted or endorsed by or on behalf of the
Corporation.

                                       9

EX-3.16

                                                                    Exhibit 3.16

                                CF CABLE TV INC.

                                   BY-LAW ONE

                     MEETING OF SHAREHOLDERS AND DIRECTORS

ARTICLE 1.  MEETINGS OF SHAREHOLDERS

    1.1  PLACE AND TIME.  Meetings of shareholders of the Corporation shall be
held at the registered office of the Corporation or at such other place and at
such time as the Board of Directors, the Chief Executive Officer or the
President may determine, from time to time.

    1.2  CHAIRMAN.  Subject to the provisions of any resolution of the Board of
Directors, the Chairman of the Board or, in his absence or inability or refusal
or failure to act, a Vice-Chairman of the Board or, in his absence or inability
or refusal or failure to act, the President or, in his absence or inability or
refusal or failure to act, the Vice-President or, if there be more than one
Vice-President, that one of them who may have been designated for the purpose by
the Board of Directors, shall preside at all meetings of shareholders. All of
the foregoing officers may attend such meetings but no Vice-President shall act
as Chairman if the Board of Directors shall have determined that he shall not so
act. If all of the foregoing officers be absent or unable or refuse or fail to
act, the persons present may choose a chairman.

    1.3  QUORUM.  The holder or holders of not less than fifty-one per cent
(51%) of the outstanding shares of the Corporation carrying voting rights at the
meeting, present in person or represented by proxy or by an authorized
representative, shall constitute a quorum.

ARTICLE 2.  MEETINGS OF DIRECTORS

    2.1  PLACE, TIME AND NOTICE.  Immediately after the annual meeting of
shareholders in each year, a meeting of such of the newly elected directors as
are then present may be held, provided that they shall constitute a quorum,
without notice, for the appointment of officers of the Corporation and the
transaction of such other business as may come before the meeting.

    Subject to the provisions of any resolution of the Board of Directors,
meetings of the Board of Directors may be called at any time by the Chairman of
the Board or a Vice-Chairman of the Board or the President or any Vice-President
who is a director or any two directors and notice of the time and place for
holding any meeting of the Board of Directors shall be given at least
forty-eight (48) hours prior to the time fixed for the meeting. Any meeting so
called may be held at the registered office of the Corporation or any other
place which shall have been fixed by the Board of Directors.

    2.2  CHAIRMAN.  Subject to the provisions of any resolution of the Board of
Directors, the Chairman of the Board or, in his absence or inability or refusal
or failure to act, any Vice-Chairman of the Board or, in his absence or
inability or refusal or failure to act, the President or, in his absence or
inability or refusal or failure to act, the Vice-President or, if there be more
than one Vice-President, that one of them who may have been designated for the
purpose by the Board of Directors, shall preside at all meetings of the Board of
Directors; provided that neither the President nor any Vice-President shall so
act unless he is a director. If all of the foregoing officers be absent or
unable or refuse or fail to act, the directors present may choose a chairman
from among their number. The chairman at any meeting of directors may vote as a
director.

    2.3  QUORUM.  Except where the Corporation has only one director, the Board
of Directors may, from time to time, fix by resolution the quorum for meetings
of the Board of Directors but until otherwise fixed a majority of directors in
office, from time to time, shall constitute a quorum.

       Enacted March 31, 1988.
       Witness the signatures of the President
       and the Secretary of the Corporation.

             
         (Signed)
         -----------------------------------------------
         President

         (Signed)
         -----------------------------------------------
         Secretary



                                       2

EX-3.17

                                                                    Exhibit 3.17

                                CF CABLE TV INC.

                              BY-LAW NUMBER 2001-1

                              NUMBER OF DIRECTORS

    That the Administrative Resolution 7, being the number of directors of the
Corporation, which has been amended on February 12, 1996, be amended in order to
reduce the number of directors from five (5) to three (3).

    By-Law number 2001-1 has been duly adopted, ratified and confirmed by the
sole shareholder of the Company on June 22, 2001.

                                                  
                                              (Signed)
                                              ---------------------------------------------------
                                              Assistant Secretary

EX-3.18

                                                                    Exhibit 3.18

                                CF CABLE TV INC.

                           ADMINISTRATIVE RESOLUTIONS

1.  SHARE CERTIFICATES

    Share certificates issued by the Corporation shall bear the signatures of
any two directors or officers of the Corporation or any director acting together
with any officer of the Corporation.

2.  CORPORATE SEAL

    The Corporation may have a corporate seal. Any director or officer of the
Corporation or any agent of the Corporation designated by any such director or
officer shall have authority to affix the corporate seal to any document.

3.  FINANCIAL PERIOD

    The financial period of the Corporation shall end on August 31 in each year.

4.  CONTRACTS

    All contracts, agreements, deeds, documents, engagements, bonds, debentures
and other instruments requiring execution by the Corporation may be signed on
behalf of the Corporation by any two directors or officers of the Corporation or
any director acting together with any officer of the Corporation or as the Board
of Directors may otherwise authorize from time to time. Any such authorization
may be general or confined to specific instances.

5.  AUTHORIZATION

    Any director or officer of the Corporation or any other person nominated for
the purpose by any director or officer of the Corporation is authorized and
empowered to appear and make answer for, on behalf of and in the name of the
Corporation to all writs, orders and interrogatories upon articulated facts
issued out of any court and to declare for, on behalf of and in the name of the
Corporation any answer to writs of seizure by way of garnishment and orders to
show cause in which the Corporation is garnishee; and each of said directors,
officers and persons is authorized and empowered to make all affidavits and
sworn declarations in connection therewith or in connection with any and all
judicial proceedings to which the Corporation is a party and to make demands of
abandonment or petitions for winding up or bankruptcy orders upon any debtor of
the Corporation and to attend and vote at all meetings of creditors of the
Corporation's debtors and grant proxies in connection therewith; and any one of
said directors, officers or persons is authorized to appoint by general or
special power or powers of attorney any person or persons, including any person
or persons other than those directors, officers and persons hereinbefore
mentioned, as attorney or attorneys for the Corporation to do any of the
foregoing things.

6.  OFFICERS -- TITLES, POWERS AND DUTIES

    The officers of the Corporation and their respective titles, powers and
duties shall be as follows:

    6.1  OFFICERS.  The officers of the Corporation shall be a President and a
Secretary who shall be appointed by the Board of Directors. The Board of
Directors may also appoint, at any time and from time to time, as officers, a
Chairman of the Board, one or more Vice-Chairmen of the Board, one or more
Vice-Presidents, a Treasurer, one or more Assistant-Secretaries, one or more
Assistant-Treasurers, a Comptroller and such other officers as the Board of
Directors may, from time to time, deem expedient. All officers shall
respectively perform such duties, in addition to those specified in the by-laws
of the Corporation and in this resolution, as shall, from time to time, be
prescribed by the Board of Directors. The same person may hold more than one
office and none of such officers of the Corporation, except the Chairman of the
Board and any Vice-Chairman of the Board, need be a director of the Corporation.

    6.2  CHAIRMAN AND VICE-CHAIRMAN OF THE BOARD.  The Chairman of the Board
shall have the powers and duties conferred upon him by the by-laws of the
Corporation and such other powers and duties as the Board of Directors may
determine from time to time. A Vice-Chairman of the Board shall possess the
powers of the Chairman of the Board in the absence or inability or refusal or
failure to act of the Chairman of the Board and, if

a Vice-Chairman of the Board exercises any of the powers and duties of the
Chairman of the Board, the absence or inability or refusal or failure to act of
the Chairman of the Board shall be presumed.

    6.3  PRESIDENT.  The President shall have the powers and duties conferred
upon him by the by-laws of the Corporation and by this resolution and such other
powers and duties as the Board of Directors may determine from time to time.
Unless some other person is appointed as Chief Executive Officer, the President
shall be the Chief Executive Officer and, as such, shall exercise a general
control of and supervision over the affairs and business of the Corporation,
except to the extent that the Board of Directors shall otherwise determine.

    6.4  VICE-PRESIDENT OR VICE-PRESIDENTS.  A Vice-President shall have the
powers and duties conferred upon him by the by-laws of the Corporation and this
resolution and such other powers and duties as the Chief Executive Officer or
the President or the Board of Directors may determine from time to time. In the
absence or inability or refusal or failure to act of the President, the
Vice-President or, if there be more than one, each of the Vice-Presidents shall
have the powers and duties of the President and, if any such Vice-President
exercises any of the powers and duties of the President, the absence or
inability or refusal or failure to act of the President shall be presumed;
provided, however, that if there be more than one Vice-President, the extent and
the conditions upon which each of them shall have the powers and duties of the
President shall be subject to any determination theretofore made by the Board of
Directors.

    6.5  SECRETARY AND ASSISTANT-SECRETARIES.  The Secretary shall attend to the
giving and service of all notices of the Corporation and shall keep the minutes
of all meetings of the shareholders and of the Board of Directors in a book or
books to be kept for that purpose. He shall have charge of the records of the
Corporation and such other books and papers as the Chief Executive Officer, the
President or the Board of Directors may direct. He shall be responsible for the
keeping and filing of all books, reports, certificates and other documents
required by law to be kept and filed by the Corporation and not required to be
kept by some other officer or agent of the Corporation. He shall perform all the
acts incidental to the office of Secretary subject to the control of the Chief
Executive Officer, the President and the Board of Directors and shall have such
other powers and duties as the Chief Executive Officer, the President or the
Board of Directors may determine from time to time. Assistant-Secretaries may
perform any of the duties of the Secretary delegated to them, from time to time,
by the Board of Directors, the Chief Executive Officer, the President or the
Secretary.

    6.6  TREASURER AND ASSISTANT-TREASURERS.  The Treasurer shall have general
charge of the finances of the Corporation. He shall render to the Board of
Directors, whenever directed by the Board of Directors, an account of the
financial condition of the Corporation and of all his transactions as Treasurer;
and, as soon as possible after the close of each financial year or other period
designated by the Board of Directors, he shall make and submit to the Board of
Directors a like report for such financial year or other period. He shall have
charge and custody of and be responsible for the keeping of the accounting
records required to be kept pursuant to the laws governing the Corporation. He
shall perform all the acts incidental to the office of Treasurer subject to the
control of the Chief Executive Officer, the President or the Board of Directors
and shall have such other powers and duties as the Chief Executive Officer, the
President or the Board of Directors may determine from time to time.
Assistant-Treasurers may perform any of the duties of the Treasurer delegated to
them, from time to time, by the Board of Directors, the Chief Executive Officer,
the President or the Treasurer.

    6.7  REMOVAL.  The Board of Directors may remove and discharge any or all of
the officers or employees of the Corporation, either with or without cause, and
appoint others in their place or places. Any officer or employee of the
Corporation, other than the Chairman or a Vice-Chairman of the Board or the
President, may also be removed and discharged, either with or without cause, by
the Chief Executive Officer.

7.  NUMBER OF DIRECTORS

    The number of directors of the Corporation shall be seven.

                                       2

8.  ACTION BY SOLE DIRECTOR

    Wherever in the Administrative Resolutions of the Corporation action may be
or is required to be taken by the Board of Directors of the Corporation or any
two directors or officers of the Corporation, such action may be taken by the
sole director of the Corporation should the Corporation have only one director.

    PASSED by the directors on March 31, 1988.

                                       3

EX-3.19

                                                                    Exhibit 3.19

                                CF CABLE TV INC.

                  AMENDMENT TO THE ADMINISTRATIVE RESOLUTIONS

9.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

    The Corporation shall indemnify any person and such person's heirs and legal
representatives against all costs, charges and expenses, including any amount
paid to settle an action or satisfy a judgment, reasonably incurred by such
person in respect of any civil, criminal or administrative action or proceeding
to which such person is or may be made a party by reason of being now or in the
future, or having been, a director or officer of this Corporation or acting or
having acted at this Corporation's request as a director or officer of any other
corporation of which this Corporation is or has been or may become a shareholder
or creditor, if (a) such person acted honestly and in good faith with a view to
the best interests of the Corporation, and (b) in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty, such
person had reasonable grounds for believing that his or her conduct was lawful.
Where any such indemnification is subject to or conditional upon the approval or
consent of any court, or of any governmental body or regulatory authority, this
Corporation will exercise all reasonable efforts to obtain, or assist in
obtaining, or facilitate the obtaining of such approval or consent.

    The Corporation shall enter into an agreement with each of the persons now
acting or who may in the future act as a director as referred to above, and with
such of the persons now acting or who may in the future act as an officer as
referred to above as may be designated from time to time by the Board,
evidencing the foregoing undertaking to indemnify, the whole in such form and
upon such terms and conditions as may be approved by the directors and/or
officers who sign such an agreement on behalf of the Corporation, the fact of
such approval to be conclusively evidenced by their execution of any such
agreement.

    PASSED by the directors on February 6, 1995.

EX-3.20

                                                                    Exhibit 3.20

                                CF CABLE TV INC.

                     AMENDMENT TO ADMINISTRATIVE RESOLUTION

7.  The number of directors of the Corporation shall be four.

    PASSED by the directors on January 8th, 1996.

EX-3.21

                                                                    Exhibit 3.21

                                CF CABLE TV INC.

                             DIRECTORS' RESOLUTIONS

                            DATE: February 12, 1996

                   RESOLUTIONS IN WRITING of the Directors of

                                CF CABLE TV INC.

in conformity with Section 117 of the Canada Business Corporations Act.

AMENDMENT OF ADMINISTRATIVE
RESOLUTION 7 -- NUMBER OF DIRECTORS

RESOLVED:

    THAT Administrative Resolution 7 passed by the directors of the Corporation
is hereby amended to read as follows:

    "7.  The number of director [sic] of the Corporation shall be five."

                                              
(Signed)
- ----------------------------------------------
Albert Gnat

(Signed)
- ----------------------------------------------
Adrian D. Pouliot

(Signed)
- ----------------------------------------------
Jean A. Pouliot

(Signed)
- ----------------------------------------------
Jean L. Pouliot

EX-3.22

                                                                    Exhibit 3.22

[LOGO]         Industry Canada         Industrie Canada

                                                         
  Certificate                                                 Certificat
  of Amalgamation                                             de fusion

  Canada Business                                             Loi canadienne sur
  Corporations Act                                            les societes par actions

  TDM Newco inc.                                                                    398967-4

  ----------------------------------------------------        ----------------------------------------------------
  Name of corporation -- Denomination de la societe           Corporation number -- Numero de la societe

  I hereby certify that the above-named corporation           Je certifie que la societe susmentionnee est issue
  resulted from an amalgamation under section 185 of          d'une fusion, en vertu de l'article 185 de la LOI
    the CANADA BUSINESS CORPORATIONS ACT, of the              CANADIENNE SUR LES SOCIETES PAR ACTIONS, des societes
  corporations set out in the attached articles of            dont les denominations apparaissent dans les statuts
  amalgamation.                                               de fusion ci-joints.

                        (SIGNED)                                       January 2, 2002 / le 2 janvier 2002

                  Director -- Directeur                              Date of Amalgamation -- Date de fusion
  Canada

  



                                                                                            
[LOGO]                    Industry Canada           Industrie Canada                   FORM 9               FORMULE 9
                                                                              ARTICLES OF AMALGAMATION  STATUTS DE FUSION
                          Canada Business           Loi canadienne sur les         (SECTION 185)          (ARTICLE 185)
                          Corporations Act          societes par actions



                                                             
1 -  Name of amalgamated corporation                               Denomination de la societe issue de la fusion

                                                                   TDM Newco inc.
2 -  The place in Canada where the registered office is to be      Lieu au Canada ou doit etre situe le siege social
     situated

                                                                   Province of Quebec
3 -  The classes and any maximum number of shares that the         Categories et tout nombre maximal d'actions que la societe
     corporation is authorized to issue                            est autorisee a emettre

                                                                   See Schedule A and Schedule 1 annexed hereto.
4 -  Restrictions, if any, on share transfers                      Restrictions sur le transfert des actions, s'il y a lieu

                                                                   See Schedule B annexed hereto.
5 -  Number (or minimum and maximum number) of directors           Nombre (ou nombre minimal et maximal) d'administrateurs

                                                                   MINIMUM:  1    MAXIMUM:  10 -- the number to be determined
                                                                   by the directors from time to time.
6 -  Restrictions, if any, on business the corporation may carry   Limites imposes a l'activite commerciale de la societe, s'il
     on                                                            y a lieu

                                                                   n/a
7 -  Other provisions, if any                                      Autres dispositions, s'il y a lieu

                                                                   See Schedule C annexed hereto.
8 -  The amalgamation has been approved pursuant to that section   La fusion a ete approuvee en accord aven l'article ou le
     or subsection of the Act which is indicated as follows:       paragraphe de la Loi indique ci-apres.
                                                           / /  183
                                                         / /  184(1)
                                                          /X/  184(2)



                                                                                              
9 -  Name of the amalgamating corporations             Corporation No.   Signature         Date              Title
     Denomination des societes fusionnantes            N(o) de la                                            Titre
                                                       societe
TDM Newco Inc.                                         3177122           (SIGNED)          December 19,      Director
                                                                                           2001
Videotron (Laurentien) ltee / Videotron                3180131           (SIGNED)          December 19,      Director
  (Laurentian) ltd.                                                                        2001

FOR DEPARTMENTAL USE ONLY -- A L'USAGE DU MINISTERE SEULEMENT            Filed -- Deposee
Corporation No. -- N(o) de la societe
                               398967-4                                  January 4, 2002
IC 3190 (3 -- 95) (CCA 1390)

CORPORATEK



                                  SCHEDULE "A"

                                relating to the

                                 SHARE CAPITAL

The unlimited share capital of the Corporation shall be comprised of an
unlimited number of common shares and an unlimited number of preferred shares.

Schedule 1 annexed hereto sets out the rights, privileges, conditions and
restrictions attaching to the preferred shares of the Corporation.

Cancellation and Conversion of Issued Shares

The shares issued by the amalgamating companies shall be cancelled or converted
into shares of the amalgamated company as follows:

    (a) The 38,000,060 common shares without par value issued by Videotron
       (Laurentien) Ltee and held by CF Cable TV inc./CF Cable TV inc. shall be
       cancelled, without repayment of the capital represented thereby;

    (b) The 166 common shares without par value issued by TDM Newco Inc. shall
       be converted into 166 common shares without par value of the amalgamated
       corporation, on a share-for-share basis;

    (c) The preferred share without par value issued by TDM Newco Inc. shall be
       converted into one preferred share without par value of the amalgamated
       corporation, on a share-for-share basis.

                                   SCHEDULE 1

Preferred Shares:  There shall be an unlimited number of shares, without par
value, with the following rights, privileges, conditions and restrictions:

1.  Dividends.  When dividends are declared by the Corporation, holders of
    preferred shares shall be entitled to receive, in preference to holders of
    common shares, from the funds available for the payment of dividends, a
    monthly, preferred and non-cumulative dividend which shall not exceed the
    declared dividend and which shall be equal to one percent (1%) per month of
    the "redemption value" of the preferred shares, as such "redemption value"
    is defined in paragraph (5) hereinbelow. The Corporation shall not declare
    the said dividend for more than one month at a time, and the directors shall
    determine the timing and the terms and conditions of payment thereof.

2.  Repayment.  If the Corporation's assets are distributed for any reason
    whatsoever, including a dissolution, voluntary liquidation or forced
    liquidation, holders of preferred shares shall be entitled, in preference to
    holders of common shares, to the payment of the "redemption value" of the
    preferred shares, as such "redemption value" is defined in
    paragraph (5) hereinbelow, plus any declared but unpaid dividends on the
    preferred shares.

3.  Additional Participation.  The preferred shares shall not confer any other
    right to share in any of the profits or surplus assets of the Corporation.

4.  Voting Rights.  Subject to the provisions of the Canada Business
    Corporations Act (the "CBCA"), holders of preferred shares shall not, in
    their capacity as such, be entitled to receive notices of meetings of
    shareholders of the Corporation, attend same or vote thereat.

5.  Right of Redemption.  Subject to the provisions of the CBCA, holders of
    preferred shares shall, at all times and upon written notice, be entitled to
    require the Corporation to redeem their shares at a price equal to the
    amount paid for these shares into the subdivision of the issued and paid-up
    share capital account for the preferred shares, plus a premium equal to the
    difference between the fair market value of the consideration received by
    the Corporation upon the issuance of the said preferred shares, as
    consideration for their issuance, and the total of the following amounts:

    (a) the amount paid for these shares into the subdivision of the issued and
       paid-up share capital account for the preferred shares, and

    (b) the fair market value of any property, other than a preferred share,
       given by the Corporation as payment for such consideration.

       The redemption price so determined shall be the "redemption value" of the
       preferred shares, to which shall be added, if applicable, the amount to
       be paid by the Corporation as declared, but unpaid, dividends on the said
       preferred shares. The Corporation and the person subscribing for
       preferred shares shall, upon the issuance of the preferred shares,
       mutually determine the fair market value of the aforementioned
       consideration. In case of disagreement with the federal or provincial
       Ministry of Revenue, the Ministry's evaluation of the fair market value
       of said consideration shall prevail, and the amount of the premium shall
       be adjusted accordingly, if the Ministry provides the Corporation and the
       holder of preferred shares the opportunity to contest its evaluation with
       the Ministry or before the courts. In case of discrepancy between the
       federal and provincial evaluations, the amount of the premium shall be
       based on the lower of the evaluations established in accordance with an
       uncontested assessment or a final judgment, as the case may be.

       The Corporation shall redeem the preferred shares without taking the
       other classes of shares into account, and it shall have thirty (30) days
       from the date of redemption within which to pay the redemption price to
       the former holder of preferred shares. If the provisions of the CBCA do
       not allow the Corporation to respect this deadline, the Corporation shall
       pay an initial portion of the redemption price within the said period of
       thirty (30) days and it shall pay any unpaid balance as soon as it is
       legally entitled to do so.

       The preferred shares which have been so redeemed at the holder's option
       shall be cancelled as of their redemption date, and, in accordance with
       the provisions of the CBCA, the Corporation shall reduce the subdivision
       of its issued and paid-up share capital account for the preferred shares.

6.  Right to Purchase.  Subject to the provisions of the CBCA, the Corporation
    may, when it deems it appropriate, purchase by mutual agreement and at the
    best possible price, all or part of the outstanding preferred shares, the
    whole without being required to give a notice or take the other classes of
    shares into account. However, the purchase price shall not, under any
    circumstances, exceed the aforementioned redemption price or exceed the
    realizable value of the Corporation's net assets.

    The preferred shares which have been so purchased shall be cancelled
    automatically as of their purchase date, and, in accordance with the
    provisions of the CBCA, the Corporation shall reduce the subdivision of its
    issued and paid-up share capital account for the preferred shares.

                                   SCHEDULE B

    The shares of the Corporation shall not be transferred without the consent
of either (i) the directors evidenced by a resolution passed or signed by them
and recorded in the books of the Corporation or (ii) the holders of a majority
in number of the outstanding voting shares of the Corporation.

                                   SCHEDULE C

    The number of shareholders of the Corporation is limited to fifty, not
including persons who are in the employment of the Corporation and persons, who,
having been formerly in the employment of the Corporation, were, while in that
employment, and have continued after the termination of that employment to be,
shareholders of the Corporation, two or more persons holding one or more shares
jointly being counted as a single shareholder. The distribution of securities to
the public is prohibited.

EX-3.23

                                                                    Exhibit 3.23

[LOGO]         Industry Canada         Industrie Canada

                                                         
  Certificate                                                 Certificat
  of Amendment                                                de modification

  Canada Business                                             Loi canadienne sur
  Corporations Act                                            les societes par actions

  -----------------------------------------------------------------------------------------------------------------

  Videotron (Regional) ltee

  Videotron (Regional) Ltd.                                   398967-4

  ----------------------------------------------------        ----------------------------------------------------
  Name of corporation -- Denomination de la societe           Corporation number -- Numero de la societe

  I hereby certify that the articles of the above-            Je certifie que les statuts de la societe
  named corporation were amended:                             susmentionnee ont ete modifies:

  

                                                
  a)   under section 13 of the CANADA        / /    a)        en vertu de l'article 13 de la LOI
       BUSINESS CORPORATIONS ACT in                           CANADIENNE SUR LES SOCIETES PAR
       accordance with the attached                           ACTIONS, conformement a l'avis
       notice;                                                ci-joint;

  b)   under section 27 of the CANADA        / /    b)        en vertu de l'article 27 de la LOI
       BUSINESS CORPORATIONS ACT as set                       CANADIENNE SUR LES SOCIETES PAR
       out in the attached articles of                        ACTIONS, tel qu'il est indique dans
       amendment designating a series of                      les clauses modificatrices
       shares;                                                ci-jointes designant une serie
                                                              d'actions;

  c)   under section 179 of the CANADA       /X/    c)        en vertu de l'article 179 de la LOI
       BUSINESS CORPORATIONS ACT as set                       CANADIENNE SUR LES SOCIETES PAR
       out in the attached articles of                        ACTIONS, tel qu'il est indique dans
       amendment;                                             les clauses modificatrices
                                                              ci-jointes;

  d)   under section 191 of the CANADA       / /    d)        en vertu de l'article 191 de la LOI
       BUSINESS CORPORATIONS ACT as set                       CANADIENNE SUR LES SOCIETES PAR
       out in the attached articles of                        ACTIONS tel qu'il est indique dans
       reorganization;                                        les clauses de reorganization
                                                              ci-jointes;

                  (SIGNED)                               January 9, 2002 / le 9 janvier 2002

           Director -- Directeur                      Date of Amendment -- Date de modification
  -----------------------------------------------------------------------------------------------

  

Canada


                                                     
  1 -- Name of corporation -- Denomination de la societe  2 -- Corporation No. -- N(o) de la societe

  TDM Newco Inc.                                          398967-4
  3 -- The articles of the above-named corporation are    Les statuts de la societe mentionnee ci-dessus sont
    amended                                               modifies de la facon suivante:
      as follows:

                                                          The name of the corporation shall be changed to
                                                          Videotron (Regional) ltee and its English version
                                                          Videotron (Regional) Ltd.


  

                                                                    
  Date                                 Signature                            Title -- Titre

  January 8, 2002                      s/Claude Helie                       Director
                                       Claude Helie
  IC 3069 (11-94) (cca 1387)                                                FOR DEPARTMENTAL USE ONLY --
                                                                            A L'USAGE DU MINISTERE
                                                                            SEULEMENT

                                                                            Filed -- Deposee
                                                                            JAN. 10 2002

  

[Logo Corporatek]

EX-3.24

                                                                    Exhibit 3.24

                           VIDEOTRON (REGIONAL) LTD.

                                   BY-LAW ONE

                     MEETING OF SHAREHOLDERS AND DIRECTORS

1.  MEETINGS OF SHAREHOLDERS

    1.1  PLACE AND TIME.  Meetings of shareholders of the Corporation shall be
held at the registered office of the Corporation or at such other place and at
such time as the Board of Directors, the Chief Executive Officer or the
President may determine, from time to time.

    1.2  CHAIRMAN.  Subject to the provisions of any resolution of the Board of
Directors, the Chairman of the Board or, in his absence or inability or refusal
or failure to act, a Vice-Chairman of the Board or, in his absence or inability
or refusal or failure to act, the President or, in his absence or inability or
refusal or failure to act, the Vice-President or, if there be more than one
Vice-President, that one of them who may have been designated for the purpose by
the Board of Directors, shall preside at all meetings of shareholders. All of
the foregoing officers may attend such meetings but no Vice-President shall act
as Chairman if the Board of Directors shall have determined that he shall not so
act. If all of the foregoing officers be absent or unable or refuse or fail to
act, the persons present may choose a chairman.

    1.3  QUORUM.  The holder or holders of not less than fifty-one per cent of
the outstanding shares of the Corporation carrying voting rights at the meeting,
present in person or represented by proxy or by an authorized representative,
shall constitute a quorum.

2.  MEETINGS OF DIRECTORS

    2.1  PLACE, TIME AND NOTICE.  Immediately after the annual meeting of
shareholders in each year, a meeting of such of the newly elected directors as
are then present may be held, provided that they shall constitute a quorum,
without notice, for the appointment of officers of the Corporation and the
transaction of such other business as may come before the meeting.

    Subject to the provisions of any resolution of the Board of Directors,
meetings of the Board of Directors may be called at any time by the Chairman of
the Board or a Vice-Chairman of the Board or the President or any Vice-President
who is a director or any two directors and notice of the time and place for
holding any meeting of the Board of Directors shall be given at least
twenty-four hours prior to the time fixed for the meeting. Any meeting so called
may be held at the registered office of the Corporation or any other place which
shall have been fixed by the Board of Directors.

    2.2  CHAIRMAN.  Subject to the provisions of any resolution of the Board of
Directors, the Chairman of the Board or, in his absence or inability or refusal
or failure to act, any Vice-Chairman of the Board or, in his absence or
inability or refusal or failure to act, the President or, in his absence or
inability or refusal or failure to act, the Vice-President or, if there be more
than one Vice-President, that one of them who may have been designated for the
purpose by the Board of Directors, shall preside at all meetings of the Board of
Directors; provided that neither the President nor any Vice-President shall so
act unless he is a director. If all of the foregoing officers be absent or
unable or refuse or fail to act, the directors present may choose a chairman
from among their number. The chairman at any meeting of directors may vote as a
director.

    2.3  QUORUM.  Except where the Corporation has only one director, the Board
of Directors may, from time to time, fix by resolution the quorum for meetings
of the Board of Directors but until otherwise fixed a majority of directors in
office, from time to time, shall constitute a quorum.

EX-3.25

                                                                    Exhibit 3.25

                           VIDEOTRON (REGIONAL) LTD.

                           ADMINISTRATIVE RESOLUTIONS

1.  SHARE CERTIFICATES

    Share certificates issued by the Corporation shall bear the signatures of
any two directors or officers of the Corporation or any director acting together
with any officer of the Corporation.

2.  CORPORATE SEAL

    The Corporation may have a corporate seal. Any director or officer of the
Corporation or any agent of the Corporation designated by any such director or
officer shall have authority to affix the corporate seal to any document.

3.  FINANCIAL PERIOD

    The financial period of the Corporation shall end on August 31 in each year.

4.  CONTRACTS

    All contracts, agreements, deeds, documents, engagements, bonds, debentures
and other instruments requiring execution by the Corporation may be signed on
behalf of the Corporation by any two directors or officers of the Corporation or
any director acting together with any officer of the Corporation or as the Board
of Directors may otherwise authorize from time to time. Any such authorization
may be general or confined to specific instances.

5.  AUTHORIZATION

    Any director or officer of the Corporation or any other person nominated for
the purpose by any director or officer of the Corporation is authorized and
empowered to appear and make answer for, on behalf of and in the name of the
Corporation to all writs, orders and interrogatories upon articulated facts
issued out of any court and to declare for, on behalf of and in the name of the
Corporation any answer to writs of seizure by way of garnishment and orders to
show cause in which the Corporation is garnishee; and each of said directors,
officers and persons is authorized and empowered to make all affidavits and
sworn declarations in connection therewith or in connection with any and all
judicial proceedings to which the Corporation is a party and to make demands of
abandonment or petitions for winding up or bankruptcy orders upon any debtor of
the Corporation and to attend and vote at all meetings of creditors of the
Corporation's debtors and grant proxies in connection therewith; and any one of
said directors, officers or persons is authorized to appoint by general or
special power or powers of attorney any person or persons, including any person
or persons other than those directors, officers and persons hereinbefore
mentioned, as attorney or attorneys for the Corporation to do any of the
foregoing things.

6.  OFFICERS -- TITLES, POWERS AND DUTIES

    The officers of the Corporation and their respective titles, powers and
duties shall be as follows:

    6.1  OFFICERS.  The officers of the Corporation shall be a President and a
Secretary who shall be appointed by the Board of Directors. The Board of
Directors may also appoint, at any time and from time to time, as officers, a
Chairman of the Board, one or more Vice-Chairmen of the Board, one or more
Vice-Presidents, a Treasurer, one or more Assistant-Secretaries, one or more
Assistant-Treasurers, a Comptroller and such other officers as the Board of
Directors may, from time to time, deem expedient. All officers shall
respectively perform such duties, in addition to those specified in the by-laws
of the Corporation and in this resolution, as shall, from time to time, be
prescribed by the Board of Directors. The same person may hold more than one
office and none of such officers of the Corporation, except the Chairman of the
Board and any Vice-Chairman of the Board, need be a director of the Corporation.

    6.2  CHAIRMAN AND VICE-CHAIRMAN OF THE BOARD.  The Chairman of the Board
shall have the powers and duties conferred upon him by the by-laws of the
Corporation and such other powers and duties as the Board of Directors may
determine from time to time. A Vice-Chairman of the Board shall possess the
powers of the Chairman of the Board in the absence or inability or refusal or
failure to act of the Chairman of the Board and, if

a Vice-Chairman of the Board exercises any of the powers and duties of the
Chairman of the Board, the absence or inability or refusal or failure to act of
the Chairman of the Board shall be presumed.

    6.3  PRESIDENT.  The President shall have the powers and duties conferred
upon him by the by-laws of the Corporation and by this resolution and such other
powers and duties as the Board of Directors may determine from time to time.
Unless some other person is appointed as Chief Executive Officer, the President
shall be the Chief Executive Officer and, as such, shall exercise a general
control of and supervision over the affairs and business of the Corporation,
except to the extent that the Board of Directors shall otherwise determine.

    6.4  VICE-PRESIDENT OR VICE-PRESIDENTS.  A Vice-President shall have the
powers and duties conferred upon him by the by-laws of the Corporation and this
resolution and such other powers and duties as the Chief Executive Officer or
the President or the Board of Directors may determine from time to time. In the
absence or inability or refusal or failure to act of the President, the
Vice-President or, if there be more than one, each of the Vice-Presidents shall
have the powers and duties of the President and, if any such Vice-President
exercises any of the powers and duties of the President, the absence or
inability or refusal or failure to act of the President shall be presumed;
provided, however, that if there be more than one Vice-President, the extent and
the conditions upon which each of them shall have the powers and duties of the
President shall be subject to any determination theretofore made by the Board of
Directors.

    6.5  SECRETARY AND ASSISTANT-SECRETARIES.  The Secretary shall attend to the
giving and service of all notices of the Corporation and shall keep the minutes
of all meetings of the shareholders and of the Board of Directors in a book or
books to be kept for that purpose. He shall have charge of the records of the
Corporation and such other books and papers as the Chief Executive Officer, the
President or the Board of Directors may direct. He shall be responsible for the
keeping and filing of all books, reports, certificates and other documents
required by law to be kept and filed by the Corporation and not required to be
kept by some other officer or agent of the Corporation. He shall perform all the
acts incidental to the office of Secretary subject to the control of the Chief
Executive Officer, the President and the Board of Directors and shall have such
other powers and duties as the Chief Executive Officer, the President or the
Board of Directors may determine from time to time. Assistant-Secretaries may
perform any of the duties of the Secretary delegated to them, from time to time,
by the Board of Directors, the Chief Executive Officer, the President or the
Secretary.

    6.6  TREASURER AND ASSISTANT-TREASURERS.  The Treasurer shall have general
charge of the finances of the Corporation. He shall render to the Board of
Directors, whenever directed by the Board of Directors, an account of the
financial condition of the Corporation and of all his transactions as Treasurer;
and, as soon as possible after the close of each financial year or other period
designated by the Board of Directors, he shall make and submit to the Board of
Directors a like report for such financial year or other period. He shall have
charge and custody of and be responsible for the keeping of the accounting
records required to be kept pursuant to the laws governing the Corporation. He
shall perform all the acts incidental to the office of Treasurer subject to the
control of the Chief Executive Officer, the President or the Board of Directors
and shall have such other powers and duties as the Chief Executive Officer, the
President or the Board of Directors may determine from time to time.
Assistant-Treasurers may perform any of the duties of the Treasurer delegated to
them, from time to time, by the Board of Directors, the Chief Executive Officer,
the President or the Treasurer.

    6.7  REMOVAL.  The Board of Directors may remove and discharge any or all of
the officers or employees of the Corporation, either with or without cause, and
appoint others in their place or places. Any officer or employee of the
Corporation, other than the Chairman or a Vice-Chairman of the Board or the
President, may also be removed and discharged, either with or without cause, by
the Chief Executive Officer.

7.  NUMBER OF DIRECTORS

    The number of directors of the Corporation shall be one.

8.  ACTION BY SOLE DIRECTOR

    Wherever in the Administrative Resolutions of the Corporation action may be
or is required to be taken by the Board of Directors of the Corporation or any
two directors or officers of the Corporation, such action may be taken by the
sole director of the Corporation should the Corporation have only one director.

                                       2

EX-4.3

                                                                     Exhibit 4.3

                                                                  EXECUTION COPY

                                 VIDEOTRON LTEE

                                 US$175,000,000

                   6 3/8% SENIOR NOTES DUE DECEMBER 15, 2015

- --------------------------------------------------------------------------------

                                   INDENTURE

                           Dated as of September 16, 2005

- --------------------------------------------------------------------------------

                    Wells Fargo Bank, National Association,
                                   as Trustee

    This INDENTURE, dated as of September 16, 2005, is by and among VIDEOTRON
LTEE, a company incorporated under the laws of the Province of Quebec, each
Subsidiary Guarantor listed on the signature pages hereto, and WELLS FARGO BANK,
NATIONAL ASSOCIATION, 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 6 3/8% Senior Notes due December 15, 2015 (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 Videotron 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:

        (1) to a Videotron 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 Videotron Entity has
    loaned on an unsecured basis to such Videotron Entity, or an Affiliate of
    such Videotron Entity has subscribed for Preferred Shares of such Videotron
    Entity in, an amount equal to the requisite subscription price for such
    Preferred Shares;

        (2) by a Videotron 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 Videotron Entity has loaned an amount equal to
    the proceeds of such issuance to an Affiliate on an unsecured basis; or

        (3) by a Videotron 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 Videotron Entity has used the proceeds of such
    issuance to subscribe for Preferred Shares issued by an Affiliate;

                                       2

in each case on terms whereby:

         (i) the aggregate redemption amount applicable to the Preferred Shares
             issued to or by such Videotron 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 Videotron 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 Videotron 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 Videotron 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 Videotron 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.

    "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.

                                       3

    "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.

    "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 October 8, 2003:

        (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;

                                       4

        (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.

    "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 Videotron Ltee 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

                                       5

        (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
    Videotron 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 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.

                                       6

    "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 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 dated as of November 29, 2000, as thereafter amended.

    "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.

                                       7

    "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.

    "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

                                       8

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.

    "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) in existence
on October 8, 2003, 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.

                                       9

    "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;

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.

                                       10

    "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$175 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 September 16, 2005.

    "LEGAL HOLIDAY" means a Saturday, a Sunday or a day on which banking
institutions in each of the City of New York, Montreal, 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.

    "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.

                                       11

    "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.

    "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.

                                       12

    "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 Peladeau;

        (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;

        (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 October 8, 2003; 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 October 8, 2003 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;

                                       13

        (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 October 8, 2003;

        (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 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;

                                       14

        (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:

        (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

                                       15

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.

    "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;

                                       16

        (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 October 8,
2003.

    "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 October 8, 2003 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 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 Societe D'Edition Et De Transcodage T.E. Ltee and its
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

                                       17

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 Videotron Entity
and Quebecor Inc. or any of its Affiliates, the primary purpose of which is to
create tax benefits for any Videotron Entity or for Quebecor Inc. or any of its
Affiliates; PROVIDED, HOWEVER, that (1) the Videotron 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 Videotron 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 Videotron 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.

    "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.

    "VIDEOTRON 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.

                                       18

    "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.



                                                              Defined in
Term                                                           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)
"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;

                                       19

    "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.

                                   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

                                       20

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.

    (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.

                                       21

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 Section312(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
Section312(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.

    (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"

                                       22

    (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:

           (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

                                       23

           (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.

        (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,

                                       24

    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.

        (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.

        (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

                                       25

    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;

           (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

                                       26

           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).

        (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

                                       27

       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.

        (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.

                                       28

        (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 VIDEOTRON LTEE (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."

           (B) Notwithstanding the foregoing, any Global Note or Definitive Note
       issued pursuant to clauses (b)(iv), (c)(ii), (c)(iii), (d)(ii), (d)(iii),
       (e)(ii), (e)(iii) or (f) to this Section 2.06 (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

                                       29

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.

    (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.

                                       30

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.

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,

                                       31

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.

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;

                                       32

    (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.

                                   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;

                                       33

    (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;

    (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
December 15, 2010. Beginning on December 15, 2010, 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

                                       34

Record Date to receive interest due on the relevant Interest Payment Date), if
redeemed during the twelve-month period commencing on December 15 of the years
indicated below:



Redemption Year                                               Percentage
- ---------------                                               ----------
                                                           
2010........................................................    103.188%
2011........................................................    102.125%
2012........................................................    101.063%
2013 and thereafter.........................................    100.000%


    (b) At any time and from time to time prior to December 15, 2008, 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 106.375% 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);

                                       35

        (iii) except as provided in clause (ix), that all Notes timely tendered
    and not withdrawn shall be accepted for payment;

        (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 on or 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

                                       36

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.

    (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 Section 3.09, any purchase
pursuant to this Section 3.09 shall be made in accordance with the provisions of
Section 3.01 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 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 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.

    (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

                                       37

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 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.

    (b) The Company shall otherwise comply with TIA Section314(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.

                                       38

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.

                                       39

    (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 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 October 8, 2003 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

           (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);

                                       40

        (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 October 8, 2003 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);

        (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

                                       41

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 October 8, 2003, 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
       October 1, 2003 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 October 1, 2003 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

           (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
       October 8, 2003 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
       October 8, 2003 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

                                       42

    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;

        (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 October 8, 2003; 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 Videotron
    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 since October 8, 2003 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 since October 8, 2003.

    (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.

                                       43

    (d) For purposes of this Section 4.10, if (i) any Videotron Entity ceases to
be the obligor under or issuer of any Back-to-Back Securities and a Person other
than a Videotron 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.

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 October 8, 2003 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.

                                       44

    (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.

    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

                                       45

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 October 8, 2003 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
    October 8, 2003;

        (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;

        (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;

                                       46

        (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

           (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

                                       47

    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

    (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.

                                       48

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;

        (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

                                       49

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.

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, 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 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

                                       50

        (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"):

        (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

                                       51

    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.

    (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.

                                       52

                                   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;

        (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

                                       53

        (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.

    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

                                       54

December 15, 2010, 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 December 15, 2010, 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.

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.

                                       55

    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.

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.

                                       56

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.

    (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.

                                       57

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.

    (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.

                                       58

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 Section313(a) (but if no event described in TIA
Section313(a) has occurred within the twelve months preceding the reporting
date, no report need be transmitted). The Trustee also shall comply with
TIA Section313(b)(2). The Trustee shall also transmit by mail all reports as
required by TIA Section313(c).

    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 Section313(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.

                                       59

    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:

    (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.

    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

                                       60

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 Section310(a)(1), (2) and (5). The Trustee is subject to TIA Section310(b).

SECTION 7.11.  Preferential Collection of Claims Against Company.

    The Trustee is subject to TIA Section311(a), excluding any creditor
relationship listed in TIA Section311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section311(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

                                       61

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.

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 91st 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;

                                       62

    (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;

    (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.

    Subject to any applicable laws relating to abandoned property, 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.

                                       63

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.

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

                                       64

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

    (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

                                       65

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).

                                  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

                                       66

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.

    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

                                       67

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.

    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

                                       68

    (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.

                                  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

                                       69

    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.

SECTION 11.03.  Repayment to Company.

    Subject to any applicable laws relating to abandoned property, 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.

                                       70

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:

    Videotron Ltee
    300 Viger Avenue East
    Montreal, Quebec, H2X 3W4
    Canada
    Attention: Director, Legal Affairs
    Facsimile No.: (514) 985-8834

    With a copy to:

    Ogilvy Renault LLP
    1981 McGill College Avenue
    Suite 1100
    Montreal, QC H3A 3C1
    Attention: Marc Lacourciere
    Facsimile No.: (514) 286-5474

    If to the Trustee:

    Wells Fargo Bank, National Association
    213 Court Street, Suite 703
    Middletown, CT 06457
    Attention: Corporate Trust Services
    Facsimile No.: (860) 704-6219

    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 Section313(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 Section312(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 Section312(c).

                                       71

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 Section314(a)(4)) shall comply with the provisions of
TIA Section314(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;

    (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.

                                       72

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.

    (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

                                       73

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
Montreal at 12:00 noon (Montreal, Quebec 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.

    (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 Montreal at 12:00 noon (Montreal, Quebec
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]

                                       74

                                   SIGNATURES

Dated as of September 16, 2005.

                                                      
                                                       COMPANY:

                                                       VIDEOTRON LTEE

                                                       By:  /s/ JACQUES MALLETTE
                                                            ----------------------------------------------
                                                            Name:  Jacques Mallette
                                                            Title:   Executive Vice-President

                                                       SUBSIDIARY GUARANTORS:

                                                       GROUPE DE DIVERTISSEMENT SUPERCLUB INC.

                                                       By:  /s/ RICHARD SOLY
                                                            ----------------------------------------------
                                                            Name:  Richard Soly
                                                            Title:   President

                                                       LE SUPERCLUB VIDEOTRON LTEE

                                                       By:  /s/ RICHARD SOLY
                                                            Name:  Richard Soly
                                                            Title:   President

                                                       SUPERCLUB VIDEOTRON CANADA INC.

                                                       By:  /s/ RICHARD SOLY
                                                            ----------------------------------------------
                                                            Name:  Richard Soly
                                                            Title:   President

                                                       LES PROPRIETES SUPERCLUB INC.

                                                       By:  /s/ RICHARD SOLY
                                                            ----------------------------------------------
                                                            Name:  Richard Soly
                                                            Title:   President

                                                       CF CABLE TV INC.

                                                       By:  /s/ JACQUES MALLETTE
                                                            ----------------------------------------------
                                                            Name:  Jacques Mallette
                                                            Title:   Executive Vice-President



                                       75

                                                      
                                                       VIDEOTRON (REGIONAL) LTD.

                                                       By:  /s/ JACQUES MALLETTE
                                                            ----------------------------------------------
                                                            Name:  Jacques Mallette
                                                            Title:   Executive Vice-President

                                                       TRUSTEE:

                                                       WELLS FARGO BANK, NATIONAL ASSOCIATION

                                                       By:  /s/ JOSEPH P. O'DONNELL
                                                            ----------------------------------------------
                                                            Name:  Jospeh P. O'Donnell
                                                            Title:   Vice President



                                       76

                                   EXHIBIT A

                                 (Face of Note)

                   6 3/8% SENIOR NOTES DUE DECEMBER 15, 2015

                                              
                                                                                           CUSIP
                                                                                            ISIN
No.                                                                                          US$



                                 VIDEOTRON LTEE

promises to pay to CEDE & CO., or its registered assigns, the principal sum of
 ________ Dollars (US$ ________) on December 15, 2015.

Interest Payment Dates: June 15 and December 15, commencing December 15, 2005.

Record Dates: June 1 and December 1.

IN WITNESS WHEREOF, the Company has caused this Note to be signed by its duly
authorized officer.

                                                                                              
                                                             VIDEOTRON LTEE

                                                             By:
                                                             Name
                                                             Title:



This is one of the [Global]
Notes referred to in the
within-mentioned Indenture:

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee

By: ________________________
  Authorized Signatory

Dated  ____________, 2005

                                      A-1

                                 (Back of Note)

                   6 3/8% SENIOR NOTES DUE DECEMBER 15, 2015

[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 VIDEOTRON LTEE (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

                                      A-2

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.]

    Capitalized terms used herein shall have the meanings assigned to them in
the Indenture referred to below unless otherwise indicated.

    1.  INTEREST. Videotron Ltee, a company incorporated under the laws of
Quebec (the "COMPANY"), promises to pay interest (as defined in the Indenture)
on the principal amount of this Note at 6.375% 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 June 15 and December 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 December 15, 2005. 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 December 1 or
June 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, National
Association, 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
September 16, 2005 ("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
SectionSection 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.

    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
December 15, 2010. Beginning on December 15, 2010, the Company may redeem

                                      A-3

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 December 15 of the years indicated
below:



Redemption Year                                               Percentage
- ---------------                                               ----------
                                                           
2010........................................................   103.188%
2011........................................................   102.125%
2012........................................................   101.063%
2013 and thereafter.........................................   100.000%


    (b) At any time and from time to time prior to December 15, 2008, 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 106.375% 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

                                      A-4

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.

    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.

                                      A-5

    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.

    15. AUTHENTICATION. This Note shall not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent.

                                      A-6

    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 September 16, 2005, 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: Videotron Ltee,
300 Viger Avenue East, Montreal, Quebec 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.

                                      A-7

                       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:

/ / Section 4.12

/ / 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.



                                      A-8

                                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.



                                      A-9

             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:



                                                                              Principal Amount
                                      Amount of                              of this Global Note       Signature of
                                     decrease in       Amount of increase      following such      authorized signatory
                                  Principal Amount     in Principal Amount        decrease          of Trustee or Note
Date of Exchange                 of this Global Note   of this Global Note      (or increase)           Custodian
- ----------------                 -------------------   -------------------   -------------------   --------------------
                                                                                       


                                      A-10

                                   EXHIBIT B
                        FORM OF CERTIFICATE OF TRANSFER

Videotron Ltee
300 Viger Avenue East
Montreal, Quebec H2X 3W4
Canada
Attention: Director, Legal Affairs

Wells Fargo Bank, National Association.
213 Court Street, Suite 703
Middletown, CT 06457
Attention: Corporate Trust Services
Facsimile No.: (860) 508-7285

    Re: 6 3/8% Senior Notes due December 15, 2015

    Reference is hereby made to the Indenture, dated as of September 16, 2005
(the "INDENTURE"), among Videotron Ltee, as issuer (the "COMPANY"), the
Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association,
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.  / / 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.  / / 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

                                      B-1

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.

    3.  / / 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) / / such Transfer is being effected pursuant to and in accordance
    with Rule 144 under the Securities Act;

       or

        (b) / / such Transfer is being effected to the Company or a Subsidiary
    thereof;

       or

        (c) / / 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) / / 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.  / / Check if Transferee will take delivery of a beneficial interest in
an Unrestricted Global Note or of an Unrestricted Definitive Note.

    (a) / / 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) / / 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.

    (c) / / 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,

                                      B-2

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:



                                      B-3

                       ANNEX A TO CERTIFICATE OF TRANSFER

1.  The Transferor owns and proposes to transfer the following:

                           [CHECK ONE OF (a) OR (b)]

    (a) / / a beneficial interest in the:

         (i) / / 144A Global Note (CUSIP ____________), or

        (ii) / / Regulation S Global Note (CUSIP ____________); or

    (b) / / a Restricted Definitive Note.

2.  After the Transfer the Transferee will hold:

                         [CHECK ONE OF (a), (b) OR (c)]

    (a) / / a beneficial interest in the:

         (i) / / 144A Global Note (CUSIP ____________), or

        (ii) / / Regulation S Global Note (CUSIP ____________), or

        (iii) / / Unrestricted Global Note (CUSIP ____________); or

    (b) / / a Restricted Definitive Note; or

    (c) / / an Unrestricted Definitive Note,

    in accordance with the terms of the Indenture.

                                      B-4

                                   EXHIBIT C
                        FORM OF CERTIFICATE OF EXCHANGE

Videotron Ltee
300 Viger Avenue East
Montreal Quebec H2X 3W4
Canada
Attention: Director, Legal Affairs

Wells Fargo Bank, National Association
213 Court Street, Suite 703
Middletown, CT 06457
Attention: Corporate Trust Services
Facsimile No.: (860) 508-7285

    Re: 6 3/8% Senior Notes due December 15, 2015

    Reference is hereby made to the Indenture, dated as of September 16, 2005
(the "INDENTURE"), among Videotron Ltee, as issuer (the "COMPANY"), the
Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association,
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) / / 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) / / 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) / / 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.

                                      C-1

    (d) / / 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) / / 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) / / 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.

    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:



                                      C-2

                                   EXHIBIT D
                            FORM OF CERTIFICATE FROM
                  ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Videotron Ltee
300 Viger Avenue East
Montreal Quebec H2X 3W4
Canada
Attention: Director, Legal Affairs

Wells Fargo Bank, National Association
213 Court Street, Suite 703
Middletown, CT 06457
Attention: Corporate Trust Services
Facsimile No.: (860) 508-7285

    Re: 6 3/8% Senior Notes due December 15, 2015

    Reference is hereby made to the Indenture, dated as of September 16, 2005
(the "INDENTURE"), among Videotron Ltee, as issuer (the "COMPANY"), the
Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association,
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) / / a beneficial interest in a Global Note, or

    (b) / / 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:



                                      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 September 16, 2005
(the "INDENTURE"), among Videotron Ltee, as issuer (the "COMPANY"), the
Subsidiary Guarantors listed on the signature pages thereto and Wells Fargo
Bank, National Association, 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, National Association, 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) (2) the indenture, dated as of October 8, 2003, as
supplemented by the first supplemental indenture, dated as of July 12, 2004
(the "2003 Indenture") among Videotron, the guarantors thereto and Wells Fargo
Bank, National Association, as Trustee, 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 2003 Indenture) and (3) any Credit Facilities
(as defined in the Indenture) of Videotron.

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 September 16, 2005 (the "Indenture"; capitalized terms used herein
without definition having the meanings set forth therein) among Videotron, the
Subsidiary Guarantors and the Trustee. Pursuant to the Indenture, Videotron has
issued and the Subsidiary Guarantors have guaranteed, 6 3/8% Senior Notes due
December 15, 2015 of Videotron.

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

                                      F-1

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.

    (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.

    (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

                                      F-2

        (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.

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 Videotron 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).

                                      F-3

    (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 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 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.

    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:



                                      F-4

                               TABLE OF CONTENTS



                                                                                  Page
                                                                                --------
                                                                          
ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE.........................         1

  Section 1.01.   Definitions.................................................         1

  Section 1.02.   Other Definitions...........................................        19

  Section 1.03.   Incorporation by Reference of Trust Indenture Act...........        19

  Section 1.04.   Rules of Construction.......................................        20

ARTICLE 2. THE NOTES..........................................................        20

  Section 2.01.   Form and Dating.............................................        20

  Section 2.02.   Execution and Authentication................................        21

  Section 2.03.   Registrar and Paying Agent..................................        21

  Section 2.04.   Paying Agent to Hold Money in Trust.........................        22

  Section 2.05.   Holder Lists................................................        22

  Section 2.06.   Transfer and Exchange.......................................        22

  Section 2.07.   Replacement Notes...........................................        31

  Section 2.08.   Outstanding Notes...........................................        31

  Section 2.09.   Treasury Notes..............................................        31

  Section 2.10.   Temporary Notes.............................................        31

  Section 2.11.   Cancellation................................................        31

  Section 2.12.   Defaulted Interest..........................................        32

  Section 2.13.   CUSIP or ISIN Numbers.......................................        32

  Section 2.14.   Special Interest............................................        32

  Section 2.15.   Issuance of Additional Notes................................        32

ARTICLE 3. REDEMPTION AND PREPAYMENT..........................................        33

  Section 3.01.   Notices to Trustee..........................................        33

  Section 3.02.   Selection of Notes to Be Redeemed...........................        33

  Section 3.03.   Notice of Redemption........................................        33

  Section 3.04.   Effect of Notice of Redemption..............................        34

  Section 3.05.   Deposit of Redemption Price.................................        34

  Section 3.06.   Notes Redeemed in Part......................................        34

  Section 3.07.   Optional Redemption.........................................        34

  Section 3.08.   Mandatory Redemption........................................        35

  Section 3.09.   Offers To Purchase..........................................        35

ARTICLE 4. COVENANTS..........................................................        37

  Section 4.01.   Payment of Notes............................................        37

  Section 4.02.   Maintenance of Office or Agency.............................        37

  Section 4.03.   Reports.....................................................        38

  Section 4.04.   Compliance Certificate......................................        38

  Section 4.05.   Taxes.......................................................        39

  Section 4.06.   Stay, Extension and Usury Laws..............................        39


                                       i




                                                                                  Page
                                                                                --------
                                                                          
  Section 4.07.   Corporate Existence.........................................        39

  Section 4.08.   Payments for Consent........................................        39

  Section 4.09.   Incurrence of Indebtedness and Issuance of Preferred
                  Shares......................................................        39

  Section 4.10.   Restricted Payments.........................................        42

  Section 4.11.   Liens.......................................................        44

  Section 4.12.   Asset Sales.................................................        44

  Section 4.13.   Dividend and Other Payment Restrictions Affecting
                  Subsidiaries................................................        46

  Section 4.14.   Transactions with Affiliates................................        47

  Section 4.15.   Sale and Leaseback Transactions.............................        48

  Section 4.16.   Issuances and Sales of Equity Interests in Subsidiaries.....        48

  Section 4.17.   Designation of Restricted and Unrestricted Subsidiaries.....        49

  Section 4.18.   Repurchase at the Option of Holders Upon a Change of
                  Control.....................................................        50

  Section 4.19.   Future Guarantors...........................................        50

  Section 4.20.   Additional Amounts..........................................        50

  Section 4.21.   Business Activities.........................................        51

ARTICLE 5. SUCCESSORS.........................................................        51

  Section 5.01.   Merger, Consolidation and Sale of Assets of the Company and
                  Subsidiary Guarantors.......................................        51

  Section 5.02.   Successor Corporation Substituted...........................        52

ARTICLE 6. DEFAULTS AND REMEDIES..............................................        53

  Section 6.01.   Events of Default...........................................        53

  Section 6.02.   Acceleration................................................        54

  Section 6.03.   Other Remedies..............................................        55

  Section 6.04.   Waiver of Past Defaults.....................................        55

  Section 6.05.   Control by Majority.........................................        55

  Section 6.06.   Limitation on Suits.........................................        55

  Section 6.07.   Rights of Holders to Receive Payment........................        56

  Section 6.08.   Collection Suit by Trustee..................................        56

  Section 6.09.   Trustee May File Proofs of Claim............................        56

  Section 6.10.   Priorities..................................................        56

  Section 6.11.   Undertaking for Costs.......................................        57

ARTICLE 7. TRUSTEE............................................................        57

  Section 7.01.   Duties of Trustee...........................................        57

  Section 7.02.   Rights of Trustee...........................................        58

  Section 7.03.   Individual Rights of Trustee................................        58

  Section 7.04.   Trustee's Disclaimer........................................        58

  Section 7.05.   Notice of Defaults..........................................        59

  Section 7.06.   Reports by Trustee to Holders...............................        59

  Section 7.07.   Compensation and Indemnity..................................        59

  Section 7.08.   Replacement of Trustee......................................        60


                                       ii




                                                                                  Page
                                                                                --------
                                                                          
  Section 7.09.   Successor Trustee by Merger, etc............................        60

  Section 7.10.   Eligibility; Disqualification...............................        60

  Section 7.11.   Preferential Collection of Claims Against Company...........        61

ARTICLE 8. LEGAL DEFEASANCE AND COVENANT DEFEASANCE...........................        61

  Section 8.01.   Option to Effect Legal Defeasance or Covenant Defeasance....        61

  Section 8.02.   Legal Defeasance and Discharge..............................        61

  Section 8.03.   Covenant Defeasance.........................................        61

  Section 8.04.   Conditions to Legal or Covenant Defeasance..................        62

  Section 8.05.   Deposited Cash and Government Securities to be Held in
                  Trust; Other Miscellaneous Provisions.......................        63

  Section 8.06.   Repayment to Company........................................        63

  Section 8.07.   Reinstatement...............................................        64

ARTICLE 9. AMENDMENT, SUPPLEMENT AND WAIVER...................................        64

  Section 9.01.   Without Consent of Holders of Notes.........................        64

  Section 9.02.   With Consent of Holders of Notes............................        64

  Section 9.03.   Compliance with Trust Indenture Act.........................        66

  Section 9.04.   Revocation and Effect of Consents...........................        66

  Section 9.05.   Notation on or Exchange of Notes............................        66

  Section 9.06.   Trustee to Sign Amendments, etc.............................        66

ARTICLE 10. SUBSIDIARY GUARANTEES.............................................        66

                  Guarantee...................................................
 Section 10.01.                                                                       66

                  Limitation on Subsidiary Guarantor Liability................
 Section 10.02.                                                                       68

                  Execution and Delivery of Subsidiary Guarantee..............
 Section 10.03.                                                                       68

                  Subsidiary Guarantors May Consolidate, etc., on Certain
 Section 10.04.   Terms.......................................................        68

                  Releases Following Sale of Assets...........................
 Section 10.05.                                                                       69

ARTICLE 11. SATISFACTION AND DISCHARGE........................................        69

                  Satisfaction and Discharge..................................
 Section 11.01.                                                                       69

                  Deposited Cash and Government Securities to be Held in
 Section 11.02.   Trust; Other Miscellaneous Provisions.......................        70

                  Repayment to Company........................................
 Section 11.03.                                                                       70

ARTICLE 12. MISCELLANEOUS.....................................................        70

                  Trust Indenture Act Controls................................
 Section 12.01.                                                                       70

                  Notices.....................................................
 Section 12.02.                                                                       71

                  Communication by Holders of Notes with Other Holders of
 Section 12.03.   Notes.......................................................        71

                  Certificate and Opinion as to Conditions Precedent..........
 Section 12.04.                                                                       72

                  Statements Required in Certificate or Opinion...............
 Section 12.05.                                                                       72

                  Rules by Trustee and Agents.................................
 Section 12.06.                                                                       72

                  No Personal Liability of Directors, Officers, Employees and
 Section 12.07.   Shareholders................................................        72

                  Governing Law...............................................
 Section 12.08.                                                                       72

                  No Adverse Interpretation of Other Agreements...............
 Section 12.09.                                                                       72


                                      iii




                                                                                  Page
                                                                                --------
                                                                          
                  Successors..................................................
 Section 12.10.                                                                       73

                  Severability................................................
 Section 12.11.                                                                       73

                  Consent to Jurisdiction and Service of Process..............
 Section 12.12.                                                                       73

                  Conversion of Currency......................................
 Section 12.13.                                                                       73

                  Currency Equivalent.........................................
 Section 12.14.                                                                       74

                  Counterpart Originals.......................................
 Section 12.15.                                                                       74

                  Table of Contents, Headings, etc............................
 Section 12.16.                                                                       74

                  Qualification of this Indenture.............................
 Section 12.17.                                                                       74


         
EXHIBIT A:  FORM OF NOTE
EXHIBIT B:  FORM OF CERTIFICATE OF TRANSFER
EXHIBIT C:  FORM OF CERTIFICATE OF EXCHANGE
            FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED
EXHIBIT D:    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.

EX-4.5

                                                                     Exhibit 4.5

                           REGISTRATION RIGHTS AGREEMENT

                                  by and among

                                 Videotron Ltee

                                      and

                   The Guarantors listed on Schedule A hereto

                                      and

                         Banc of America Securities LLC
                         Citigroup Global Markets Inc.
                           Scotia Capital (USA) Inc.
                              Harris Nesbitt Corp.
                        RBC Capital Markets Corporation
                            TD Securities (USA) LLC
                            CIBC World Markets Corp.
                         Credit Suisse First Boston LLC
                           NBF Securities (USA) Corp.
                           HSBC Securities (USA) Inc.
                    Desjardins Securities International Inc.

                         Dated as of September 16, 2005

                         REGISTRATION RIGHTS AGREEMENT

    This Registration Rights Agreement (this "Agreement") is made and entered
into as of September 16, 2005, by and among Videotron Ltee, 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., Scotia Capital (USA) Inc., Harris
Nesbitt Corp., RBC Capital Markets Corporation, TD Securities (USA) LLC, CIBC
World Markets Corp., Credit Suisse First Boston LLC, NBF Securities (USA) Corp.,
HSBC Securities (USA) Inc. and Desjardins Securities International Inc. (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.

    EFFECTIVENESS TARGET DATE:  As defined in Section 5 hereof.

    EXCHANGE ACT:  The United States Securities Exchange Act of 1934, as
amended.

    EXCHANGE NOTES:  The 6 3/8% Senior Notes due December 15, 2015, 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.

                                       2

    FORM 20-F:  Form 20-F under the Exchange Act.

    HOLDER:  As defined in Section 2(b) hereof.

    INDEMNIFIED HOLDER:  As defined in Section 8(a) hereof.

    INDENTURE:  The Indenture, dated as of the Closing Date, among the Company,
the Guarantors and Wells Fargo Bank, National Association, 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 6 3/8% Senior Notes due December 15, 2015, 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.

    PURCHASE AGREEMENT:  The Purchase Agreement, dated as of September 9, 2005,
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.

    REGULATION S-K:  Regulation S-K under the Securities Act.

    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).

                                       3

    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 45th 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 120th 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.

    (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 180th 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 180th day is not a Business
Day, the next succeeding Business Day), or (iii) with respect to any Holder of
Transfer Restricted Securities, such Holder notifies the Company prior to 20th
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 45th 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 120th day after
    date on which the filing obligation arises (or if such 120th day is not a
    Business Day, the next succeeding Business Day).

    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.

                                       5

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.

    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

                                       6

    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 9.B
    or 9.D, as applicable, of Form 20-F or 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.

    (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;

        (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

                                       7

    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;

        (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;

                                       8

        (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;

        (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, with respect to any Shelf Registration Statement:

           (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 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

                                       9

           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

               (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;

        (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;

                                       10

        (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;

        (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 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

        (xx) 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.

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

                                       11

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.

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

                                       12

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.

    (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.

    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

                                       13

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.

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.

                                       14

    (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:

           Videotron Ltee

           300 Viger Avenue East
           Montreal, Quebec H2X 3W4
           Canada

           Facsimile: (514) 985-8834
           Attention: Frederic Despars

           With a copy to:

           Ogilvy Renault LLP
           1981 McGill College Avenue
           Montreal, Quebec H3A 3C1
           Canada

           Facsimile: (514) 847-4747
           Attention: Marc Lacourciere, Esq.

        (iii) if to the Initial Purchasers:

           Banc of America Securities LLC
           9 West 57th Street, 6th 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.

    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.

                                       15

    (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 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.

    (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 proceedings instituted in regard to the enforcement of a judgment of the
Specified Courts (a "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 to 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.

    (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.

                                       16

    (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.

                                       17

    IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

                                                      
                                                       VIDEOTRON LTEE

                                                       By:  /s/ JACQUES MALLETTE
                                                            ----------------------------------------------
                                                            Name:  Jacques Mallette
                                                            Title:   Executive Vice President

                                                       GROUPE DE DIVERTISSEMENT SUPERCLUB INC.

                                                       By:  /s/ RICHARD SOLY
                                                            ----------------------------------------------
                                                            Name:  Richard Soly
                                                            Title:   President

                                                       LE SUPERCLUB VIDEOTRON LTEE

                                                       By:  /s/ RICHARD SOLY
                                                            ----------------------------------------------
                                                            Name:  Richard Soly
                                                            Title:   President

                                                       SUPERCLUB VIDEOTRON CANADA INC.

                                                       By:  /s/ RICHARD SOLY
                                                            ----------------------------------------------
                                                            Name:  Richard Soly
                                                            Title:   President

                                                       LES PROPRIETES SUPERCLUB INC.

                                                       By:  /s/ RICHARD SOLY
                                                            ----------------------------------------------
                                                            Name:  Richard Soly
                                                            Title:   President

                                                       CF CABLE TV INC.

                                                       By:  /s/ JACQUES MALLETTE
                                                            ----------------------------------------------
                                                            Name:  Jacques Mallette
                                                            Title:   Executive Vice President

                                                       VIDEOTRON (REGIONAL) LTD.

                                                       By:  /s/ JACQUES MALLETTE
                                                            ----------------------------------------------
                                                            Name:  Jacques Mallette
                                                            Title:   Executive Vice President



                                       18

    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.
SCOTIA CAPITAL (USA) INC.
HARRIS NESBITT CORP.
RBC CAPITAL MARKETS CORPORATION
TD SECURITIES (USA) LLC
CIBC WORLD MARKETS CORP.
CREDIT SUISSE FIRST BOSTON LLC
NBF SECURITIES (USA) CORP.
HSBC SECURITIES (USA) INC.
DESJARDINS SECURITIES INTERNATIONAL INC.

  
By:  BANC OF AMERICA SECURITIES LLC

By:  /s/ DAN KELLY
     -------------------------------------------
     Managing Director



    For itself and the several Initial Purchasers

                                       19

                                   SCHEDULE A
                               LIST OF GUARANTORS

                    Groupe de divertissement SuperClub inc.
                          Le Superclub Videotron ltee
                        SuperClub Videotron Canada inc.
                         Les Proprietes SuperClub Inc.
                                CF Cable TV Inc.
                           Videotron (Regional) Ltd.

                                       20

EX-5.1

                                                                     Exhibit 5.1

                        LETTERHEAD OF OGILVY RENAULT LLP

Montreal, October 14, 2005

Videotron Ltee
300 Viger Street East
Montreal, Quebec
H2X 3W4

Ladies and Gentlemen:

RE: US$175,000,000 6 3/8% Senior Notes due December 15, 2015

- --------------------------------------------------------------------------------

    In connection with the registration under the United States Securities Act
of 1933, as amended (the "Securities Act") of (a) US$175,000,000 principal
amount of 6 3/8% Senior Notes due December 15, 2015 (the "Notes") of Videotron
Ltee, a company incorporated under and governed by the laws of the Province of
Quebec (the "Company"), to be issued in exchange for the Company's outstanding
6 3/8% Senior Notes due December 15, 2015 pursuant to an indenture dated
September 16, 2005 (the "Indenture") among the Company, the subsidiaries of the
Company listed on Schedule I hereto (collectively, the "Guarantors") and Wells
Fargo Bank, National Association as trustee, and (b) the guarantees
(the "Guarantees") of each of the Guarantors endorsed upon the Notes, we as your
special counsel, have examined such corporate records, certificates and other
documents, and such questions of law as we have considered necessary or
appropriate for the purposes of the opinion expressed below. We have also relied
as to certain factual matters on information obtained from officers of the
Company and the Guarantors, public officials and other sources believed by us to
be responsible.

    Upon the basis of such examination, we advise you that, in our opinion, when
the Company's Registration Statement on Form F-4 relating to the Notes and the
Guarantees (the "Registration Statement") has become effective under the
Securities Act, the terms of the Notes and the Guarantees and of their issuance
have been duly established in conformity with the Indenture so as not to violate
any applicable law or result in a default under or breach of any agreement or
instrument binding upon the Company or the Guarantors, respectively, and so as
to comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over the Company and the Guarantors,
respectively, and the Notes and Guarantees have been duly executed, delivered
and authenticated in accordance with the terms of the Indenture and issued as
contemplated in the Registration Statement, the Notes and the Guarantees will
constitute valid and legally binding obligations of the Company and the
Guarantors, respectively, 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.

    The foregoing opinion is limited to the federal laws of the United States,
the laws of the State of New York, and the laws of the Province of Quebec and
the federal laws of Canada applicable therein, all as of the date hereof, and we
are expressing no opinion as to the effect of the laws of any other
jurisdiction.

    We have prepared the discussion included in the prospectus forming 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,
"Enforceability of Civil Liabilities", "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 prospectus included 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
Securities Act or the rules and regulations of the United States Securities and
Exchange Commission thereunder.

Yours truly,

/s/ OGILVY RENAULT LLP

                                       2

                                   SCHEDULE I

Groupe de Divertissemement SuperClub Inc.
Le SuperClub Videotron Ltee
SuperClub Properties inc.
SuperClub Videotron Canada Inc.
CF Cable TV Inc.
Videotron (Regional) Ltd.

                                       3

EX-8.2

                                                                     Exhibit 8.2

                       LETTERHEAD OF ARNOLD & PORTER LLP

October 14, 2005

Videotron Ltee
300 Viger Street East
Montreal, Quebec H2X 3W4
Canada

Re: Videotron Ltee -- Form F-4 Dated October 14, 2005
   US$175,000,000 6 3/8% Senior Notes Due December 15, 2015

- --------------------------------------------------------------------------------

Ladies and Gentlemen:

    We have acted as special United States ("U.S.") tax counsel to Videotron
Ltee, a company incorporated under the laws of the Province of Quebec
(the "Company") in connection with the Company's new 6 3/8% Senior Notes due
December 15, 2015 (the "Exchange Notes") in aggregate principal amount of up to
US$175,000,000. The Company has 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 6 3/8% Senior Notes due December 15, 2015 issued on September 16,
2005 as set forth in the prospectus forming a part of the Registration Statement
(the "Prospectus").

    We have reviewed the Prospectus and originals, copies or facsimiles of such
other documents as we have deemed necessary or appropriate as a basis for our
opinion set forth below. In addition, we have reviewed such questions of law as
we have considered necessary and appropriate as a basis for that opinion. We
have relied upon, without independent investigation or verification,
representations made to us by or on behalf of the Company (whether orally or in
writing) and the facts and information set forth in the documents referred to
above. Capitalized terms used herein and not otherwise defined are as defined in
the Prospectus.

    Our opinion set forth below is based upon the existing provisions of the
Internal Revenue Code of 1986, as amended, currently applicable Treasury
Department regulations issued thereunder, current published administrative
positions of the Internal Revenue Service contained in revenue rulings and
revenue procedures and judicial decisions. All of the foregoing authorities are
subject to change, which may be retroactive, and to possibly differing
interpretations. Any change in these authorities may affect the opinions
rendered herein. This opinion speaks only as of its date, and 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.

    An opinion of counsel is predicated on all the facts, conditions and
assumptions set forth in the opinion and in any ancillary documentation related
thereto, and is based upon counsel's analysis of the statutes, regulatory
interpretations and case law in effect as of the date of the opinion. It is not
a guarantee of the current status of the law and should not be accepted as a
guarantee that a court of law or an administrative agency will concur in the
opinion.

    Based upon and subject to the foregoing, we are of the opinion that, under
the federal tax 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.

    We express no opinion regarding any matter other than the U.S. federal
income tax matters explicitly addressed herein.

    We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to our firm under the heading "Legal
Matters" in the Prospectus. In giving such 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 LLP

                                       2

EX-12.1

                                                                    EXHIBIT 12.1

                                 VIDEOTRON LTEE
               COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
      (DOLLARS IN MILLIONS, EXCEPT FOR RATIO OF EARNINGS TO FIXED CHARGES)



                                                                                                       SIX MONTHS
                                                                                                          ENDED
                                                          YEAR ENDED DECEMBER 31,                       JUNE 30,
                                           -----------------------------------------------------   -------------------
                                             2000       2001       2002        2003       2004       2004       2005
                                           --------   --------   ---------   --------   --------   --------   --------
                                                                                         
CANADIAN GAAP
Fixed charges
  Interest expenses, before interest
    income...............................   $ 65.8     $ 89.8    $    81.0    $ 86.3     $ 64.1     $30.2      $ 30.3
  Amortization of capitalized expenses
    related to indebtedness..............      1.8        2.5          4.6       4.1        1.4       0.7         1.0
  Interest capitalized to the cost of
    fixed assets.........................      2.9        0.7          0.0       0.0        0.0       0.0         0.0
                                            ------     ------    ---------    ------     ------     -----      ------
                                            $ 70.5     $ 93.0    $    85.6    $ 90.4     $ 65.5     $30.9      $ 31.3
                                            ------     ------    ---------    ------     ------     -----      ------
Earnings
  Income from continuing operation before
    income taxes and non controlling
    interest.............................   $(64.6)    $(63.0)   $    14.3    $ 90.2     $144.0     $64.2      $ 91.9
  Fixed charges..........................     70.5       93.0         85.6      90.4       65.5      30.9        31.3
  Interest capitalized to the cost of
    fixed assets.........................     (2.9)      (0.7)         0.0       0.0        0.0       0.0         0.0
  Amortization of capitalized interest...      0.6        0.7          0.7       0.7        0.0       0.0         0.0
                                            ------     ------    ---------    ------     ------     -----      ------
                                            $  3.6     $ 30.0    $   100.6    $181.3     $209.6     $95.1      $123.3
                                            ------     ------    ---------    ------     ------     -----      ------
Ratio of earnings to fixed charges.......      0.1        0.3          1.2       2.0        3.2       3.1         3.9
                                            ------     ------    ---------    ------     ------     -----      ------
US GAAP
Fixed charges
  Interest expenses, before interest
    income...............................                        $    77.7    $ 84.1     $ 51.6     $23.6      $ 25.0
  Amortization of capitalized expenses
    related to indebtedness..............                              4.6       4.1        1.4       0.6         0.9
Interest capitalized to the cost of fixed
  assets.................................                              0.0       0.0        0.0       0.0         0.0
                                                                 ---------    ------     ------     -----      ------
                                                                 $    82.3    $ 88.2     $ 53.0     $24.2      $ 25.9
                                                                 ---------    ------     ------     -----      ------
Earnings
  Income from continuing operation before
    income taxes and non controlling
    interest.............................                        $(1,979.1)   $ 82.8     $142.6     $64.7      $ 91.0
  Fixed charges..........................                             82.3      88.2       53.0      24.2        25.9
  Interest capitalized to the cost of
    fixed assets.........................                              0.0       0.0        0.0       0.0         0.0
  Amortization of capitalized interest...                              0.7       0.7        0.0       0.0         0.0
                                                                 ---------    ------     ------     -----      ------
                                                                 $(1,896.1)   $171.7     $195.6     $88.9      $117.0
                                                                 ---------    ------     ------     -----      ------
Ratio of earnings to fixed charges.......                           --           1.9        3.7       3.7         4.5
                                                                 ---------    ------     ------     -----      ------


- ---------

(1) 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 amounted to $1,978.5 million.

EX-12.2

                                                                    EXHIBIT 12.2

                                 VIDEOTRON LTEE
                    COMPUTATION OF RATIO OF LONG-TERM DEBT,
                  EXCLUDING QMI SUBORDINATED LOANS, TO EBITDA
    (DOLLARS IN MILLIONS, EXCEPT FOR RATIO OF LONG-TERM DEBT, EXCLUDING QMI
                         SUBORDINATED LOANS, TO EBITDA)



                                                        YEAR ENDED                 SIX MONTHS         PROFORMA
                                                       DECEMBER 31,              ENDED JUNE 30,       JUNE 30,
                                              ------------------------------   -------------------   ----------
                                                2002       2003       2004       2004       2005        2005
                                              --------   --------   --------   --------   --------   ----------
                                                                                   
CANADIAN GAAP
Long-term debt, excluding QMI subordinated
  loans(1)..................................  $1,119.6    $886.7     $888.9     $876.6     $904.8      $904.8
EBITDA(2)(3)................................     210.4     277.7      341.1      163.7      187.5       201.3
                                              --------    ------     ------     ------     ------      ------
Ratio of long-term debt, excluding QMI
  subordinated loans, to EBITDA.............       5.3       3.2        2.6        2.7        2.4         2.2
                                              --------    ------     ------     ------     ------      ------


- ---------

(1) As defined and calculated in note 6 to "Selected Consolidated Financial and
    Operating Data," except for the pro forma combined long-term debt, excluding
    QMI subordinated loans, for the six months ended June 30, 2005, which is
    calculated as described in note 9 to "Summary -- Summary Consolidated
    Financial and Operating Data and Pro Forma Combined Financial Information."

(2) As defined and calculated in note 7 to "Selected Consolidated Financial and
    Operating Data."

(3) Ratio of long-term debt, excluding QMI subordinated loans, to EBITDA for the
    six months ended June 30, 2004 and 2005, is based on annualized EBITDA for
    the six months ended June 30, 2004 and 2005, respectively.

EX-12.3

                                                                    EXHIBIT 12.3

                                 VIDEOTRON LTEE
            COMPUTATION OF RATIO OF EBITDA TO CASH INTEREST EXPENSE
   (DOLLARS IN MILLIONS, EXCEPT FOR RATIO OF EBITDA TO CASH INTEREST EXPENSE)



                                                                     YEAR ENDED                 SIX MONTHS
                                                                    DECEMBER 31,              ENDED JUNE 30,
                                                           ------------------------------   -------------------
                                                             2002       2003       2004       2004       2005
                                                           --------   --------   --------   --------   --------
                                                                                        
CANADIAN GAAP
EBITDA(1)................................................   $210.4     $277.7     $341.1     $163.7     $187.5
Cash interest expense(2).................................     76.4       65.1       59.4       30.2       30.1
                                                            ------     ------     ------     ------     ------
Ratio of EBITDA to cash interest expense.................      2.8        4.3        5.7        5.4        6.2
                                                            ------     ------     ------     ------     ------


- ---------

(1) As defined and calculated in note 7 to "Selected Consolidated Financial and
    Operating Data."

(2) As defined and calculated in note 9 to "Selected Consolidated Financial and
    Operating Data."

EX-12.4

                                                                    EXHIBIT 12.4

                                 VIDEOTRON LTEE
                         FINANCIAL STATEMENTS SCHEDULE
                 SCHEDULE OF VALUATION AND QUALIFYING ACCOUNTS
                   (AMOUNTS IN THOUSANDS OF CANADIAN DOLLARS)



                                                 BALANCE,     CHARGED TO                    BALANCE,
                                                BEGINNING     COSTS AND                      END OF
                                                 OF YEAR      EXPENSE(1)    DEDUCTIONS(2)     YEAR
                                                ----------   ------------   -------------   ---------
                                                                                
Allowance for doubtful accounts receivable
  Year ended December 31:
    2001......................................   $ 7,522       $10,160         $ 9,341       $ 8,341
    2002......................................     8,341        11,084           8,210        11,215
    2003......................................    11,215        10,542          14,537         7,220
    2004......................................     7,220         7,617           8,703         6,134


- ---------

Notes:

(1) Represents increase in allowance for doubtful accounts receivable charged to
    expenses.

(2) Represents the accounts receivable written-off against the allowance for
    doubtful accounts receivable.

EX-21.1

                                                                    Exhibit 21.1

                         Subsidiaries of Videotron Ltee

Name of Subsidiary (Jurisdiction of Incorporation)

Groupe de Divertissemement SuperClub Inc. (Quebec)
Le SuperClub Videotron Ltee (Quebec)
SuperClub Properties inc. (Quebec)
SuperClub Videotron Canada Inc. (Quebec)
CF Cable TV Inc. (Canada)
Videotron (Regional) Ltd. (Canada)
Societe d'Edition et de Transcodage T.E. ltee (Quebec)

EX-23.1

                                                                    Exhibit 23.1

    [KPMG LETTERHEAD]

                  REPORT AND CONSENT OF INDEPENDENT REGISTERED
                             PUBLIC ACCOUNTING FIRM

The Board of Directors
Videotron Ltee
300 Viger Avenue East
Montreal, Quebec, Canada
H2X 3W4

The audits referred to in our report dated January 28, 2005, except as to
note 21 (b) which is as of September 9, 2005, included the related financial
statement schedule as at and for each of the years in the three-year period
ended December 31, 2004, 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 28, 2005, except as
to note 21 (b), which is as of September 9, 2005, on the consolidated balance
sheets of Videotron Ltee and its subsidiaries as at December 31, 2003 and 2004,
and the consolidated statements of operations, shareholder's equity and cash
flows for each of the years in the three-year period ended December 31, 2004
included herein. We consent to the use of our auditors' report dated
January 21, 2005 on the balance sheets of Videotron Telecom Ltd. as at
December 31, 2003 and 2004, and the statements of operations and deficit and
cash flows for each of the years in the two-year period ended December 31, 2004
included herein and to the reference to our firm under the heading "Independent
Auditors" and "Selected Consolidated Financial and Operating Data" in the
Prospectus.

/s/ KPMG LLP

Chartered Accountants

Montreal, Canada
October 14, 2005

[GRAPHIC]

EX-25.1

                                                                    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, NATIONAL ASSOCIATION
              (Exact name of trustee as specified in its charter)

                                              
         A National Banking Association                             94-1347393
       (Jurisdiction of incorporation or                         (I.R.S. Employer
   organization if not a U.S. national bank)                   Identification No.)

           101 North Phillips Avenue                                  57104
           Sioux Falls, South Dakota                               (Zip code)
    (Address of principal executive offices)



                             Wells Fargo & Company
                         Law Department, Trust Section
                                 MAC N9305-175
                 Sixth Street and Marquette Avenue, 17th Floor
                          Minneapolis, Minnesota 55479
                                 (612) 667-4608
           (Name, address and telephone number of agent for service)

                            ------------------------

                               VIDEOTRON LTEE(1)
              (Exact name of obligor as specified in its charter)

                                              
               PROVINCE OF QUEBEC                                      N/A
        (State or other jurisdiction of                          (I.R.S. Employer
         incorporation or organization)                        Identification No.)

             300 Viger Avenue East                                   H2X 3W4
            Montreal, Quebec, Canada                               (Zip code)
    (Address of principal executive offices)



                         ------------------------------

                   6 3/8% Senior Notes due December 15, 2015
                      (Title of the indenture securities)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

(1) See Table 1 for list of additional obligors

                                                                    Exhibit 25.1

                                    Table 1

                                                            
Exact Name of Guarantor       State or Other         IRS Employer    Address, Including ZIP Code,
                              Jurisdiction of        Identification  And Telephone Number,
                              Incorporation or       Number          Including Area Code,
                              Organization                           Of Registrant's Principal
                                                                     Executive Offices
- -------------------------------------------------------------------------------------------------
GROUPE DE DIVERTISSEMENT      Province of Quebec     Not applicable  300 Viger Avenue East
SUPERCLUB INC.                                                       Montreal, Quebec, Canada,
                                                                     H2X 3W4
                                                                     (514) 281-1232
- -------------------------------------------------------------------------------------------------
LE SUPERCLUB VIDEOTRON LTEE   Province of Quebec     Not applicable  300 Viger Avenue East
                                                                     Montreal, Quebec, Canada,
                                                                     H2X 3W4
                                                                     (514) 281-1232
- -------------------------------------------------------------------------------------------------
SUPERCLUB VIDEOTRON           Province of Quebec     Not applicable  300 Viger Avenue East
CANADA INC.                                                          Montreal, Quebec, Canada,
                                                                     H2X 3W4
                                                                     (514) 281-1232
- -------------------------------------------------------------------------------------------------
LES PROPRIETES SUPERCLUB INC  Province of Quebec     Not applicable  300 Viger Avenue East
                                                                     Montreal, Quebec, Canada,
                                                                     H2X 3W4
                                                                     (514) 281-1232
- -------------------------------------------------------------------------------------------------
CF CABLE TV INC.              Canada                 Not applicable  300 Viger Avenue East
                                                                     Montreal, Quebec, Canada,
                                                                     H2X 3W4
                                                                     (514) 281-1232
- -------------------------------------------------------------------------------------------------
VIDEOTRON (REGIONAL) LTD.     Canada                 Not applicable  300 Viger Avenue East
                                                                     Montreal, Quebec, Canada,
                                                                     H2X 3W4
                                                                     (514) 281-1232
- -------------------------------------------------------------------------------------------------




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.

       Federal Reserve Bank of San Francisco
       San Francisco, California 94120

    (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.

              

    Exhibit 1.       A copy of the Articles of Association of the trustee now in
                     effect.*

    Exhibit 2.       A copy of the Comptroller of the Currency Certificate of
                     Corporate Existence and Fiduciary Powers for Wells Fargo
                     Bank, National Association, dated February 4, 2004.**

    Exhibit 3.       See Exhibit 2

    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.       A copy of the latest report of condition of the trustee
                     published pursuant to law or the requirements of its
                     supervising or examining authority.

    Exhibit 8.       Not applicable.

    Exhibit 9.       Not applicable.

    

  * Incorporated by reference to the exhibit of the same number to the trustee's
    Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of
    Trans-Lux Corporation file number 022-28721.

 ** Incorporated by reference to the exhibit of the same number to the trustee's
    Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of
    Trans-Lux Corporation file number 022-28721.

*** Incorporated by reference to the exhibit of the same number to the trustee's
    Form T-1 filed as exhibit 25.1 to the Form S-4 dated May 26, 2005 of Penn
    National Gaming, Inc. file number 333-125274.

                                   SIGNATURE

    Pursuant to the requirements of the Trust Indenture Act of 1939, as amended,
the trustee, Wells Fargo Bank, 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 11th day of October, 2005.

                                                         
                                                                 WELLS FARGO BANK, NATIONAL ASSOCIATION

                                                            /s/
                                                            ------------------------------------------------
                                                            Timothy Mowdy
                                                            Vice President



                                   Exhibit 6

October 11 , 2005

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, NATIONAL ASSOCIATION

                                                 /s/
                                                 ----------------------------------------------
                                                 Timothy Mowdy
                                                 Vice President



                                   Exhibit 7

                      Consolidated Report of Condition of
                     Wells Fargo Bank National Association
              of 101 North Phillips Avenue, Sioux Falls, SD 57104
                     And Foreign and Domestic Subsidiaries,
   at the close of business June 30, 2005, filed in accordance with 12 U.S.C.
                         Section161 for National Banks.



                                                                             Dollar Amounts
                                                                              In Millions
                                                                             --------------
                                                                       
ASSETS
Cash and balances due from depository institutions:
  Noninterest-bearing balances and currency and coin........                    $ 13,712
  Interest-bearing balances.................................                       1,968
Securities:
  Held-to-maturity securities...............................                           0
  Available-for-sale securities.............................                      24,158
Federal funds sold and securities purchased under agreements
  to resell:
  Federal funds sold in domestic offices....................                       1,518
  Securities purchased under agreements to resell...........                         905
Loans and lease financing receivables:
  Loans and leases held for sale............................                      32,024
  Loans and leases, net of unearned income..................     249,760
  LESS: Allowance for loan and lease losses.................       2,336
  Loans and leases, net of unearned income and allowance....                     247,424
Trading Assets..............................................                       6,313
Premises and fixed assets (including capitalized leases)....                       3,676
Other real estate owned.....................................                         125
Investments in unconsolidated subsidiaries and associated
  companies.................................................                         330
Customers' liability to this bank on acceptances
  outstanding...............................................                          94
Intangible assets
  Goodwill..................................................                       8,613
  Other intangible assets...................................                       9,109
Other assets................................................                      14,151
                                                                                --------
Total assets................................................                    $364,120
                                                                                ========
LIABILITIES
Deposits:
  In domestic offices.......................................                    $255,501
    Noninterest-bearing.....................................      81,024
    Interest-bearing........................................     174,477
  In foreign offices, Edge and Agreement subsidiaries, and
    IBFs....................................................                      28,344
    Noninterest-bearing.....................................           3
    Interest-bearing........................................      28,341
Federal funds purchased and securities sold under agreements
  to repurchase:
  Federal funds purchased in domestic offices...............                       9,370
  Securities sold under agreements to repurchase............                       3,423






                                                                             Dollar Amounts
                                                                              In Millions
                                                                             --------------
                                                                       
Trading liabilities.........................................                       4,966
Other borrowed money
  (includes mortgage indebtedness and obligations under
    capitalized leases).....................................                      10,763
Bank's liability on acceptances executed and outstanding....                          94
Subordinated notes and debentures...........................                       7,038
Other liabilities...........................................                      10,508
                                                                                --------
Total liabilities...........................................                    $330,007
Minority interest in consolidated subsidiaries..............                          64
EQUITY CAPITAL
Perpetual preferred stock and related surplus...............                           0
Common stock................................................                         520
Surplus (exclude all surplus related to preferred stock)....                      24,521
Retained earnings...........................................                       8,517
Accumulated other comprehensive income......................                         491
Other equity capital components.............................                           0
                                                                                --------
Total equity capital........................................                      34,049
                                                                                --------
Total liabilities, minority interest, and equity capital....                    $364,120
                                                                                ========


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.

Howard Atkins
Carrie Tolstedt            Directors
Pat Callahan

EX-99.1

                                                                    Exhibit 99.1

                               LETTER OF TRANSMITTAL

                                      for
                           Tender of all Outstanding
                   6 3/8% Senior Notes due December 15, 2015
                          Issued on September 16, 2005
           in Exchange for 6 3/8% Senior Notes due December 15, 2015
                        That Have Been Registered Under
                    the Securities Act of 1933, As Amended,

                                       of

                                 VIDEOTRON LTEE

       THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
                        , 2005 (THE "EXPIRATION DATE"), UNLESS THE OFFER IS
               EXTENDED BY VIDEOTRON LTEE IN ITS SOLE DISCRETION.

                 THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:

                     WELLS FARGO BANK, NATIONAL ASSOCIATION

                                  DELIVER TO:



  BY REGISTERED AND CERTIFIED MAIL      BY OVERNIGHT COURIER OR REGULAR MAIL:             BY HAND DELIVERY
                                                                          
     Wells Fargo Bank, National              Wells Fargo Bank, National              Wells Fargo Bank, National
             Association                             Association                             Association
     Corporate Trust Operations              Corporate Trust Operations               Corporate Trust Services
            MAC N9303-121                           MAC N9303-121                       608 2nd Avenue South
           P.O. Box 1517                       6th & Marquette Avenue           Northstar East Building -- 12th Floor
        Minneapolis, MN 55480                   Minneapolis, MN 55479                   Minneapolis, MN 55402
          Attention: Reorg.                       Attention: Reorg.                       Attention: Reorg.

                                                         OR

                                             Facsimile: (612) 667-4927

                                             Telephone: (612) 667-9764


  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             , 2005 (the "Prospectus") of Videotron Ltee
("Videotron") and this letter of transmittal, which together constitute
Videotron's offer (the "Exchange Offer") to exchange $1,000 in stated amount at
maturity of a new series of 6 3/8% Senior Notes due December 15, 2015 (the
"Notes") of Videotron for each $1,000 in stated amount at maturity of
outstanding 6 3/8% Senior Notes due December 15, 2015 issued on
September 16, 2005 (the "Old Notes") of Videotron. The terms of the 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 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 Videotron 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
                                                                  

- -----------------------------------------------------------------------------------------------
                                                                               Aggregate
                                                                  
    Name(s) and Address(es) of Registered      Certificate Number(s)*      Stated Amount at
                   Holder(s)                       (Attach signed          Maturity Tendered
              (Please fill in)                   list if necessary)      (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.

                                       2

/ /  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.

/ /  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. _______________________________________________________

/ /  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 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 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 Videotron 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, Videotron 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 Videotron and as Trustee under the Indenture for
the Old Notes and the 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 Notes issuable upon the exchange of such tendered Old Notes, and that,
when the same are accepted for exchange, Videotron 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 Videotron 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 Videotron) as more particularly set forth
in the Prospectus, Videotron 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 Videotron that (i) the
Notes acquired pursuant to the Exchange Offer are being obtained in the ordinary
course of business of the person receiving such 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 Notes, (iii) if the Holder or any such other person is not
a broker-dealer or is a broker-dealer but will not receive 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 Notes and (iv) neither the Holder nor any
such other person is an "affiliate" of Videotron 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 Videotron within the meaning of Rule 405 under the Securities
Act) that will receive Notes for its own account in exchange for Old Notes, it
represents that the Old Notes to be exchanged for the 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 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 Notes, the undersigned
is not deemed to admit that it is an "underwriter" within the meaning of the
Securities Act.

    For purposes of the Exchange Offer, Videotron shall be deemed to have
accepted validly tendered Old Notes when, as and if Videotron 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 Old 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.

                                       4

    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 Videotron's acceptance of such Old Notes will constitute
a binding agreement between the undersigned and Videotron 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 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 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 Videotron 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 Videotron does
not accept for exchange any of the Old Notes so tendered.

                                       5

                                   SIGN HERE
                (Please complete Substitute Form W-9 on Page 11)
            (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(ies)" and submit evidence satisfactory to Videotron 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:
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------


                                       6




- -----------------------------------------------
                                              
         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 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 11)
- ----------------------------------------------
- ----------------------------------------------
         SPECIAL ISSUANCE 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
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 11)
- ----------------------------------------------


                                       7

                                  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 Videotron.

    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
Videotron in its sole discretion, which determination will be final and binding.
Videotron reserves the absolute right to reject any and all Old Notes not
properly tendered or any Old Notes Videotron's acceptance of which would, in the
opinion of counsel for Videotron, be unlawful. Videotron also reserves the
absolute right to waive any defects, irregularities or conditions of tender as
to particular Old Notes. Videotron'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 Videotron shall determine. Although Videotron intends to notify Holders
of defects or irregularities with respect to tenders of Old Notes, neither
Videotron, 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.

    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

                                       8

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
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 Videotron, evidence satisfactory to Videotron 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.

    4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering Holders should
include, in the applicable spaces, the name and address to which 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. Videotron shall pay all transfer taxes, if any,
applicable to the exchange of Old Notes pursuant to the Exchange Offer. If,
however, certificates representing 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.

                                       9

    6. AMENDMENT OR WAIVER OF CONDITIONS. Videotron 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.

    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.

                                       10

                           IMPORTANT TAX INFORMATION

    The Holder is required to give the Exchange Agent its social security number
or employer identification number. If the Old 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:    VIDEOTRON LTEE
- -----------------------------------------------------------------------------------------------------------------------

SUBSTITUTE                        Please fill out your name and address below:
Form W-9

Department Of The Treasury        Name: ----------------------------------------------------------------------------
Internal Revenue Service
Payor's Request For Taxpayer      Address (Number and street): -------------------------------------------------------
Identification Number (TIN)
and Certification
                                  City, State and Zip Code: ----------------------------------------------------------

                                  ----------------------------------------------------------------------------------

                                  Check appropriate box:        / /  Individual/Sole proprietor
                                                             / /  Corporation  / /  Partnership
                                                             / /  Other ---------------------------------------

                                  ----------------------------------------------------------------------------------

                                  PART I -- PLEASE PROVIDE YOUR TIN IN THE BOX AT       TIN: -------------------------
                                  RIGHT AND CERTIFY BY SIGNING AND DATING BELOW         (Social Security Number or
                                                                                        Employer Identification Number)
- -----------------------------------------------------------------------------------------------------------------------

                                  PART II -- CERTIFICATION -- UNDER PENALTIES OF        PART III --
                                  PERJURY, I CERTIFY THAT: (1) The number shown on      ------------------------------
                                  this form is my correct Taxpayer Identification       Awaiting TIN      / /
                                  Number (or I am waiting for a number to be            ------------------------------
                                  issued to me), and (2) I am not subject to            Exempt from
                                  backup withholding because (a) I am exempt from       backup withholding  / /
                                  backup withholding, or (b) I have not been
                                  notified by the Internal Revenue Service (IRS)
                                  that I am subject to backup withholding as a
                                  result of a failure to report all interest and
                                  dividends, or (c) the IRS has notified me that I
                                  am no longer subject to backup withholding, and
                                  (3) I am a U.S. person (including a
                                  U.S. resident alien).

- -----------------------------------------------------------------------------------------------------------------------



                                                           
- -----------------------------------------------------------------------------------------------------

Certification Instructions -- You must cross out item (2) of Part II above if you have been notified
  by the IRS that you are currently subject to backup withholding because you have failed to report
all interest and 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) of Part II. For real estate
transactions, item (2) does not apply. For mortgage interest paid, acquisition or abandonment of
secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA),
and generally, payments other than interest and dividends, you are not required to sign the
Certification, but you must provide your correct TIN. If you are exempt from backup withholding,
check the applicable box in Part III.

Signature ----------------------------------------------      Date ----------------------------------

Name (Please Print)
- -----------------------------------------------------------------------------------------------------

Address (Number and street)
- -----------------------------------------------------------------------------------------------------

City, State and Zip Code
- -----------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------



                                       11

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.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE APPLICABLE BOX IN
PART III 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 and all reportable payments made to me thereafter
will be withheld and remitted to the IRS until I provide a taxpayer
identification number.

                                             
- ----------------------------------------------  ----------------------------------------------
                  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                      OLD NOTES
         SURRENDERED                       TENDERED                   OLD NOTES ACCEPTED

  Delivery Prepared by          Checked by                      Date


                                       12

EX-99.2

                                                                    Exhibit 99.2

                         NOTICE OF GUARANTEED DELIVERY
                                      FOR
                           TENDER OF ALL OUTSTANDING
                   6 3/8% SENIOR NOTES DUE DECEMBER 15, 2015
                          ISSUED ON SEPTEMBER 16, 2005
                                IN EXCHANGE FOR
                   6 3/8% SENIOR NOTES DUE DECEMBER 15, 2015
                        THAT HAVE BEEN REGISTERED UNDER
                    THE SECURITIES ACT OF 1933, AS AMENDED,
                                       OF
                                 VIDEOTRON LTEE

    Registered holders of outstanding 6 3/8% Senior Notes due
December 15, 2015 issued on September 16, 2005 (the "Old Notes") of Videotron
Ltee ("Videotron") who wish to tender their Old Notes in exchange for a like
stated amount at maturity of 6 3/8% Senior Notes due December 15, 2015 (the
"Notes") of Videotron 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,
National Association (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                 , 2005
(THE "EXPIRATION DATE"), UNLESS THE OFFER IS EXTENDED BY VIDEOTRON 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, NATIONAL ASSOCIATION

                                  DELIVER TO:




                                                                           
   BY REGISTERED AND CERTIFIED MAIL     BY OVERNIGHT COURIER OR REGULAR MAIL:               BY HAND DELIVERY
Wells Fargo Bank, National Association  Wells Fargo Bank, National Association   Wells Fargo Bank, National Association
      Corporate Trust Operations              Corporate Trust Operations                Corporate Trust Services
            MAC N9303-121                           MAC N9303-121                         608 2nd Avenue South
           P.O. Box 1517                        6th & Marquette Avenue           Northstar East Building -- 12th Floor
        Minneapolis, MN 55480                   Minneapolis, MN 55479                    Minneapolis, MN 55402
          Attention: Reorg.                       Attention: Reorg.                        Attention: Reorg.


                                       OR
                           Facsimile: (612) 667-4927
                           Telephone: (612) 667-9764

    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 Videotron, 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.

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                      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: ----------------------------------------



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