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                                                                     EXHIBIT 4.3

                                 AMENDMENT NO. 1

                                     TO THE

                                CREDIT AGREEMENT

                            DATED AS OF JUNE 29, 2001

                                      AMONG

                               QUEBECOR MEDIA INC.

                                   AS BORROWER

                                      - AND -

                            LE GROUPE VIDEOTRON LTEE

                             QUEBECOR NEW MEDIA INC.

                      CANOE: CANADIAN ONLINE EXPLORER INC.

                     QUEBECOR NEW MEDIA LIMITED PARTNERSHIP

                            CANOE LIMITED PARTNERSHIP

                                  as Guarantors

                                     - and -

                        THE FINANCIAL INSTITUTIONS NAMED
                          ON THE SIGNATURE PAGES HERETO

                                   as Lenders

                                     - and -

                          RBC DOMINION SECURITIES INC.

                         as Lead Arranger and Bookrunner

                                      - and -

                                  TD SECURITIES

                           CREDIT SUISSE FIRST BOSTON

                            SALOMON SMITH BARNEY INC.

                              as co-Lead Arrangers

                                     - and -

                              ROYAL BANK OF CANADA

                             AS ADMINISTRATIVE AGENT



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         AMENDMENT NO. 1 to the CREDIT AGREEMENT dated as of June 29, 2001,
among QUEBECOR MEDIA INC., a company existing under the laws of Quebec, as
Borrower, LE GROUPE VIDEOTRON LTEE, QUEBECOR NEW MEDIA INC., CANOE: CANADIAN
ONLINE EXPLORER INC., QUEBECOR NEW MEDIA LIMITED PARTNERSHIP AND CANOE LIMITED
PARTNERSHIP, as Guarantors, the FINANCIAL INSTITUTIONS named on the signature
pages hereto, as Lenders, RBC DOMINION SECURITIES INC., as Lead Arranger and
Bookrunner, TD SECURITIES, CREDIT SUISSE FIRST BOSTON AND SALOMON SMITH BARNEY
INC., as Co-Lead Arrangers and ROYAL BANK OF CANADA, as Administrative Agent.

         WHEREAS the Administrative Agent and such other Lenders as may from
time to time be parties to the Credit Agreement have agreed to make certain
credit facilities available to the Borrower upon the terms and conditions
contained in a credit agreement dated as of June 29, 2001 among the Borrower,
the Guarantors, the Administrative Agent, RBC Dominion Securities Inc., as Lead
Arranger and Bookrunner, the Co-Lead Arrangers and the Lenders under the Credit
Agreement (such credit agreement as it may at any time or from time to time be
amended, supplemented, restated or replaced, the "Credit Agreement");

         WHEREAS the parties wish to amend the Credit Agreement as provided
herein;

         NOW THEREFORE THE PARTIES HAVE AGREED AS FOLLOWS:

1.       DEFINITIONS

         Terms defined in the Credit Agreement which appear in this Agreement
without definition shall have the meanings ascribed to them in the Credit
Agreement.

2.       AMENDMENT TO THE DEFINITION OF "CASH EQUIVALENTS"

         Section 1.1 of the Credit Agreement is hereby amended by substituting
the definition of "Cash Equivalents" by the following:

         ""CASH EQUIVALENTS" means:

         (a)      marketable, direct obligations of Canada or of any agency
                  thereof backed by the full faith and credit of Canada,
                  maturing within 364 days of the date of purchase;

         (b)      certificates of deposit maturing within 364 days of the date
                  of purchase issued by or acceptances accepted or guaranteed by
                  a bank to which the Bank Act (Canada) applies that is a Leader
                  hereunder and that has, at the time of acquisition, a combined
                  capital surplus or undistributed profits of at least
                  $2,000,000,000;

         (c)      commercial paper, bonds, notes, debentures and banker's
                  acceptances issued by a Person residing in Canada and maturing
                  within 270 days from the date of issuance which, at the time
                  of acquisition, is or are accorded a short-term credit rating
                  of at least A-1 by Standard & Poor's Corporation or at least
                  Prime-1 by Moody's Investors Service or the equivalent thereof
                  by Dominion Bond Rating Service."

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3.       AMENDMENT TO SECTION 4.2 OF THE CREDIT AGREEMENT

         Section 4.2 of the Credit Agreement is amended by substituting therefor
the following:

                  "Each Drawing presented by the Borrower shall be in a minimum
                  amount of $5,000,000 and in multiples of $1,000,000 and each
                  Draft shall (i) be in an integral multiple of $ 100,000; (ii)
                  be dated the date of the Drawing, and (iii) mature and be
                  payable by the Borrower (in common with all other Drafts
                  presented in connection with such Drawing) on a Business Day
                  which occurs (subject to availability) between 10 and 180
                  days, at the election of the Borrower, after the Drawing Date
                  and on or prior to the relevant Maturity Date."

4.       AMENDMENT TO SECTION 8.1(a)(M) OF THE CREDIT AGREEMENT

         Section 8.1(a)(iii) of the Credit Agreement is hereby amended by
deleting the following, "9076-1883 Quebec Inc., 9076-1859 Quebec Inc., 3588386
Canada Inc., Quebecor New Media Inc., Canoe: Canadian Online Explorer Inc.,
Quebecor New Media Limited Partnership, Canoe Limited Partnership and".

5.       EFFECTIVE DATE

         This Amendment No. 1 shall take effect as of June 6, 2002.

6.       REFERENCE TO AND EFFECT ON CREDIT AGREEMENT

         On and after the date of this Agreement each reference in the Credit
Agreement to "this Agreement" and each reference to the Credit Agreement in the
Credit Documents and any and all other agreements, documents and instruments
delivered by any of the Lenders, the Administrative Agent the Borrower, any
Guarantor or any other Person shall mean and be a reference to the Credit
Agreement as amended by this Agreement. Except as specifically amended by this
Agreement, the Credit Agreement shall remain in full force and effect and is
hereby ratified and confirmed.

7.       NO WAIVER, ETC.

         The execution, delivery and effectiveness of this Agreement shall not,
except as expressly provided, operate as a waiver of any right, power or remedy
of the Administrative Agent or any of the Leaders or any other Secured Party
under any of the Credit Documents nor constitute a waiver of any provision of
any of the Credit Documents.

8.       GOVERNING LAW

         This Agreement shall be governed by and interpreted and enforced in
accordance with the laws of the Province of Quebec and the laws of Canada
applicable therein.

9.       ENUREMENT

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         This Agreement shall enure to the benefit of and be binding upon the
parties and their respective successors and permitted assigns.

10.      LANGUAGE

         The parties hereto agree that this Agreement and all agreements and
documents entered into in connection herewith or pursuant hereto shall be drawn
up in English only. LES PARTIES CONFIRMENT QU'ELLES ONT CONVENU QUE CE DOCUMENT
AINSI QUE TOUS LES AUTRES DOCUMENTS OU CONTRATS S'Y RATTACHANT SOIENT REDIGES EN
ANGLAIS SEULEMENT.

11.      COUNTERPARTS

         This Agreement may be executed in any number of counterparts which may
be signed and communicated by telecopier or otherwise and all of such
counterparts taken together shall be deemed to constitute one and the same
instrument.

                          [The signature pages follow]



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         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective authorized officers as of August 6, 2002.


                                          QUEBECOR MEDIA INC., AS BORROWER


                                      Per:           [Signed]
                                          _______________________________
                                               Authorized Signing Officer


                                      Per:           [Signed]
                                          _______________________________
                                               Authorized Signing Officer

                                          LE GROUPE VIDEOTRON LTEE, AS GUARANTOR


                                      Per:           [Signed]
                                          _______________________________
                                               Authorized Signing Officer


                                      Per:           [Signed]
                                          _______________________________
                                               Authorized Signing Officer

                                          QUEBECOR NEW MEDIA INC., AS GUARANTOR


                                      Per:           [Signed]
                                          _______________________________
                                               Authorized Signing Officer


                                      Per:           [Signed]
                                          _______________________________
                                               Authorized Signing Officer


                                          CANOE:  CANADIAN ONLINE EXPLORER INC.


                                      Per:           [Signed]
                                          _______________________________
                                               Authorized Signing Officer


                                      Per:           [Signed]
                                          _______________________________
                                               Authorized Signing Officer


                                       4

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                                         QUEBECOR NEW MEDIA LIMITED PARTNERSHIP,
                                         AS GUARANTOR, BY ITS GENERAL PARTNER,
                                         QUEBECOR NEW MEDIA INC.


                                      Per:           [Signed]
                                          _______________________________
                                              Authorized Signing Officer


                                      Per:           [Signed]
                                          _______________________________
                                              Authorized Signing Officer


                                         CANOE LIMITED PARTNERSHIP, AS
                                         GUARANTOR, BY ITS GENERAL PARTNER,
                                         CANOE: CANADIAN ONLINE EXPLORER INC.


                                      Per:           [Signed]
                                          _______________________________
                                              Authorized Signing Officer


                                      Per:           [Signed]
                                          _______________________________
                                              Authorized Signing Officer


                                         THE ADMINISTRATIVE AGENT:

                                         ROYAL BANK OF CANADA


                                      Per:           [Signed]
                                          _______________________________
                                              Authorized Signing Officer


                                         THE LEAD ARRANGER:

                                         RBC DOMINION SECURITIES INC.


                                      Per:           [Signed]
                                          _______________________________
                                              Authorized Signing Officer

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                                         THE CO-LEAD ARRANGERS:

                                         TD SECURITIES


                                      Per:           [Signed]
                                          _______________________________
                                              Authorized Signing Officer


                                         CREDIT SUISSE FIRST BOSTON


                                      Per:           [Signed]
                                          _______________________________
                                              Authorized Signing Officer


                                      Per:           [Signed]
                                          _______________________________
                                              Authorized Signing Officer


                                         SALOMON SMITH BARNEY INC.


                                      Per:           [Signed]
                                          _______________________________
                                              Authorized Signing Officer


                                      Per:           [Signed]
                                          _______________________________
                                              Authorized Signing Officer


                                         THE LENDERS:

                                         ROYAL BANK OF CANADA, as
                                         Lender


                                      Per:           [Signed]
                                          _______________________________
                                              Authorized Signing Officer


                                      Per:           [Signed]
                                          _______________________________
                                              Authorized Signing Officer


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                                         BANK OF AMERICA CANADA, as Lender


                                      Per:           [Signed]
                                          _______________________________
                                              Authorized Signing Officer


                                      Per:           [Signed]
                                          _______________________________
                                              Authorized Signing Officer


                                         BANK OF MONTREAL, as Lender


                                      Per:           [Signed]
                                          _______________________________
                                              Authorized Signing Officer


                                         THE TORONTO-DOMINION BANK, as Lender


                                      Per:           [Signed]
                                          _______________________________
                                              Authorized Signing Officer


                                      Per:           [Signed]
                                          _______________________________
                                              Authorized Signing Officer


                                         BANK OF TOKYO-MITSUBISHI
                                         (CANADA), as Lender


                                      Per:           [Signed]
                                          _______________________________
                                              Authorized Signing Officer


                                      Per:           [Signed]
                                          _______________________________
                                              Authorized Signing Officer


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                                         BNP PARIBAS (CANADA), as Lender


                                      Per:           [Signed]
                                          _______________________________
                                              Authorized Signing Officer


                                      Per:           [Signed]
                                          _______________________________
                                              Authorized Signing Officer


                                         CAISSE CENTRALE DESJARDINS, as Lender


                                      Per:           [Signed]
                                          _______________________________
                                              Authorized Signing Officer


                                      Per:           [Signed]
                                          _______________________________
                                              Authorized Signing Officer


                                         CANADIAN IMPERIAL BANK OF
                                         COMMERCE, as Lender


                                      Per:           [Signed]
                                          _______________________________
                                              Authorized Signing Officer


                                      Per:           [Signed]
                                          _______________________________
                                              Authorized Signing Officer


                                         CITIBANK CANADA, as Lender


                                      Per:           [Signed]
                                          _______________________________
                                              Authorized Signing Officer


                                      Per:           [Signed]
                                          _______________________________
                                              Authorized Signing Officer


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                                         CREDIT SUISSE FIRST BOSTON
                                         CANADA, as Lender


                                      Per:           [Signed]
                                          _______________________________
                                              Authorized Signing Officer


                                      Per:           [Signed]
                                          _______________________________
                                              Authorized Signing Officer


                                         THE BANK OF NOVA SCOTIA, as
                                         Lender


                                      Per:           [Signed]
                                          _______________________________
                                              Authorized Signing Officer


                                      Per:           [Signed]
                                          _______________________________
                                              Authorized Signing Officer


ACCEPTED:                                QUEBECOR INC.


                                      Per:           [Signed]
                                          _______________________________
                                              Authorized Signing Officer


                                      Per:           [Signed]
                                          _______________________________
                                              Authorized Signing Officer


                                         CAISSE DE DEPOT ET
                                         PLACEMENT DU QUEBEC


                                      Per:           [Signed]
                                          _______________________________
                                              Authorized Signing Officer


                                      Per:           [Signed]
                                          _______________________________
                                              Authorized Signing Officer


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                                         CAPITAL COMMUNICATIONS CDPQ INC.


                                      Per:           [Signed]
                                          _______________________________
                                              Authorized Signing Officer


                                      Per:           [Signed]
                                          _______________________________
                                              Authorized Signing Officer


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