<Page>
                                                                    EXHIBIT 10.2

SEVENTH AMENDING AGREEMENT to the Credit Agreement dated as of November 28,
2000, as amended by a First Amending Agreement dated January 5, 2001, a Second
Amending Agreement dated as of June 29, 2001, a Third Amending Agreement dated
as of December 21, 2001, a Fourth Amending Agreement dated as of December 23,
2002, a Fifth Amending Agreement dated as of March 24, 2003 and a Sixth Amending
Agreement dated as of October 8, 2003, entered into in the City of Montreal,
Province of Quebec, as of November 19, 2004

<Table>
<S>                                <C>
AMONG:                             VIDEOTRON LTEE, a company constituted in accordance with the
                                   laws of Quebec, having its registered office at 300 Viger
                                   Street East, 6th floor, in the City of Montreal, Province of
                                   Quebec (hereinafter called the "BORROWER")

                                   PARTY OF THE FIRST PART

AND:                               THE LENDERS, AS DEFINED IN THE CREDIT AGREEMENT
                                   (the "LENDERS")

                                   PARTIES OF THE SECOND PART

AND:                               ROYAL BANK OF CANADA, AS ADMINISTRATIVE AGENT FOR THE
                                   LENDERS, a Canadian bank, having a place of business at 200
                                   Bay Street, 12th floor, South Tower, Royal Bank Plaza, in
                                   the City of Toronto, Province of Ontario (hereinafter called
                                   the "AGENT")

                                   PARTY OF THE THIRD PART
</Table>

    WHEREAS the parties hereto are parties to a Credit Agreement dated as of
November 28, 2000, as amended by a First Amending Agreement dated January 5,
2001, a Second Amending Agreement dated as of June 29, 2001, a Third Amending
Agreement dated as of December 21, 2001, a Fourth Amending Agreement dated as of
December 23, 2002, a Fifth Amending Agreement dated as of March 24, 2003 and a
Sixth Amending Agreement dated as of October 8, 2003 (as so amended, the "PRIOR
CREDIT AGREEMENT");

    WHEREAS the Borrower has requested certain amendments to the Prior Credit
Agreement to provide it with greater flexibility and, in particular, to allow it
to repay Term Facility C, to increase the Credit under the Revolving Facility,
and to make certain amendments to pricing and to other covenants; and

    WHEREAS the parties hereto wish to amend and restate the Prior Credit
Agreement, as amended pursuant to this Seventh Amending Agreement, in its
entirety, the whole without novation;

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

NOW THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:

I.  INTERPRETATION

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

    2.  The parties have agreed to indicate the amendments to the Prior Credit
Agreement by showing all (a) additions, by using double-underlined text, and
(b) deletions, by striking out the deleted text.

II. AMENDMENTS

    All amendments are shown on the Amended and Restated Credit Agreement
attached as Schedule 1. A clean, unmarked version of the Amended and Restated
Credit Agreement is also attached as Schedule 2, which clean version will become
the new Credit Agreement (the "CREDIT AGREEMENT") once all conditions precedent
hereunder and in Section 10.2 of the attached Amended and Restated Credit
Agreement have been met.

III. EFFECTIVE DATE AND CONDITIONS

    1.  This Seventh Amending Agreement shall become effective as of
November 19, 2004 (the "EFFECTIVE DATE"), subject to the fulfilment of all
conditions precedent set out herein and in Section 10.2 of the attached Amended
and Restated Credit Agreement.
<Page>
    2.  On the Effective Date, the new Credit Agreement shall supersede the
Prior Credit Agreement in its entirety, except as provided in this section. The
parties hereto agree that the changes to the terms and conditions of the Prior
Credit Agreement set out herein and the execution hereof shall not constitute
novation and all the Security shall continue to apply to the Prior Credit
Agreement, as amended and restated by the Credit Agreement, and all other
obligations secured thereby. Without limiting the generality of the foregoing
and to the extent necessary, (i) the Lenders and the Agent reserve all of their
rights under each of the Security Documents, and (ii) each of the Borrower and
the Guarantors obligates itself again in respect of all present and future
obligations under, INTER ALIA, the Prior Credit Agreement, as amended and
restated by the Credit Agreement.

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

    4.  The Borrower shall provide the opinion of its counsel, in form and
substance acceptable to the Agent and the Lenders' counsel, with respect to the
power, capacity, and authority of the Borrower and each of the Guarantors to
enter into or intervene in this Seventh Amending Agreement and to perform its
obligations hereunder, as well as with respect to the enforceability of this
Seventh Amending Agreement and the attached Amended and Restated Credit
Agreement in accordance with its terms, and the continued enforceability
(unaffected hereby) of all of the Security.

    5.  The Borrower undertakes to integrate VTL into it, by way of amalgamation
or otherwise, on or before January 1, 2006 (the "MERGER").

    6.  The Borrower undertakes to provide the opinion of its counsel, in form
and substance acceptable to the Agent and the Lenders' counsel, with respect to
the power, capacity, and authority of the Borrower to enter into and to perform
its obligations under the Security created or registered following the
occurrence of the Merger as well as with respect to the enforceability of such
Security.

IV. MISCELLANEOUS

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

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

    3.  The parties acknowledge that they have required that the present
agreement, as well as all documents, notices and legal proceedings entered into,
given or instituted pursuant hereto or relating directly or indirectly hereto be
drawn up in English. Les parties reconnaissent avoir exige la redaction en
anglais de la presente convention ainsi que de tous documents executes, avis
donnes et procedures judiciaires intentees, directement ou indirectement,
relativement ou a la suite de la presente convention.

                                       2
<Page>
    IN WITNESS WHEREOF THE PARTIES HERETO HAVE SIGNED THIS AGREEMENT ON THE DATE
AND AT THE PLACE FIRST HEREINABOVE MENTIONED.

<Table>
<S>                                                   <C>
VIDEOTRON LTEE                                        ROYAL BANK OF CANADA,
                                                      AS AGENT FOR THE LENDERS

Per: /s/ JACQUES MALLETTE                             Per: /s/ GAIL WATKIN
------------------------------------                  ------------------------------------
                                                      Manager, Agency

Per:                                                  Per:

ROYAL BANK OF CANADA                                  THE TORONTO-DOMINION BANK

Per:/s/ VINCENT JOLI-COEUR                            Per: /s/ (ILLEGIBLE)
------------------------------------                  ------------------------------------
Authorized Signatory                                  Per: /s/ (ILLEGIBLE)
                                                      ------------------------------------

Per:

BANK OF MONTREAL                                      BANK OF AMERICA, N.A.,
                                                      CANADA BRANCH

Per: /s/ (ILLEGIBLE)                                  Per: /s/ NELSON LAM
------------------------------------                  ------------------------------------
                                                      Vice President

Per:                                                  Per:

CANADIAN IMPERIAL BANK OF COMMERCE                    THE BANK OF NOVA SCOTIA

Per: /s/ ALEX TESSIER                                 Per: /s/ (ILLEGIBLE)
------------------------------------                  ------------------------------------
Director

Per: /s/ STEVE NISHIMURA                              Per: /s/ (ILLEGIBLE)
------------------------------------                  ------------------------------------
Managing Director

CITIBANK N.A.,                                        CREDIT SUISSE FIRST BOSTON
CANADIAN BRANCH                                       TORONTO BRANCH

Per: /s/ (ILLEGIBLE)                                  Per: /s/ ALAIN DAOUST
------------------------------------                  ------------------------------------
                                                      Director

Per:                                                  Per:/s/ PETER CHAUVIN
                                                      ------------------------------------
                                                      Vice President
</Table>

                                       3
<Page>
<Table>
<S>                                                   <C>
CAISSE CENTRALE DESJARDINS                            BANK OF TOKYO-MITSUBISHI (CANADA)

Per: /s/ (ILLEGIBLE)                                  Per: /s/ AMOS W. SIMPSON
------------------------------------                  ------------------------------------
                                                      Senior Vice President and General Manager

Per: /s/ (ILLEGIBLE)                                  Per:
------------------------------------

LAURENTIAN BANK OF CANADA                             NATIONAL BANK OF CANADA

Per: /s/ ALAIN GOYETTE                                Per: /s/ STEPHEN REDDING
------------------------------------                  ------------------------------------

Per: /s/ MICHEL GENDRON                               Per: /s/ (ILLEGIBLE)
------------------------------------                  ------------------------------------

HSBC BANK CANADA

Per: /s/ ERIC SCHUMACHER
------------------------------------
Per:
</Table>

                                       4
<Page>
    The undersigned acknowledge having taken cognizance of the provisions of the
foregoing Seventh Amending Agreement and agree that the Guarantees and Security
executed by them (A) remain enforceable against them in accordance with their
terms, and (B) continue to guarantee or secure, as applicable, all of the
obligations of the Persons specified in such Guarantees and Security Documents
in connection with the Prior Credit Agreement, as amended by a First Amending
Agreement dated as of January 5, 2001, a Second Amending Agreement dated as of
June 29, 2001, a Third Amending Agreement dated as of December 21, 2001, a
Fourth Amending Agreement dated as of December 23, 2002, a Fifth Amending
Agreement dated as of March 24, 2003, a Sixth Amending Agreement dated as of
October 8, 2003 and by this Seventh Amending Agreement, and as amended and
restated pursuant to the Credit Agreement:

<Table>
<S>                                              <C>
LE SUPERCLUB VIDEOTRON LTEE                      GROUPE DE DIVERTISSEMENT SUPERCLUB INC.

Per: /s/ JACQUES MALLETTE                        Per: /s/ JACQUES MALLETTE
------------------------------------             ------------------------------------

VIDEOTRON (1998) LTEE                            CF CABLE TV INC.

Per: /s/ JACQUES MALLETTE                        Per: /s/ JACQUES MALLETTE
------------------------------------             ------------------------------------

VIDEOTRON (REGIONAL) LTD                         9139-3256 QUEBEC INC.

Per: /s/ JACQUES MALLETTE                        Per: /s/ JACQUES MALLETTE
------------------------------------             ------------------------------------

VIDEOTRON TVN INC.                               LES PROPRIETES SUPERCLUB INC./
(FORMERLY 9096-5807 QUEBEC INC.)                 SUPERCLUB PROPERTIES INC.

Per: /s/ JACQUES MALLETTE                        Per: /s/ JACQUES MALLETTE
------------------------------------             ------------------------------------

SUPERCLUB VIDEOTRON CANADA INC.
Per: /s/ JACQUES MALLETTE
------------------------------------
</Table>

                                       5
<Page>
    The undersigned acknowledges having taken cognizance of the provisions of
the foregoing Seventh Amending Agreement and agrees that the pledge of the
shares of the Borrower executed by GVL pursuant to subsection 9.1.2 of the
Credit Agreement and assumed by it (A) remains enforceable against it in
accordance with its terms, and (B) continues to secure all of the obligations of
the Persons specified in such Security Document in connection with the Prior
Credit Agreement, as amended by a First Amending Agreement dated as of
January 5, 2001, a Second Amending Agreement dated as of June 29, 2001, a Third
Amending Agreement dated as of December 21, 2001, a Fourth Amending Agreement
dated as of December 23, 2002, a Fifth Amending Agreement dated as of March 24,
2003, a Sixth Amending Agreement dated October 8, 2003 and by this Seventh
Amending Agreement, and as amended and restated pursuant to the Credit
Agreement:

<Table>
<S>                                              <C>
QUEBECOR MEDIA INC.
Per: /s/ JACQUES MALLETTE
------------------------------------
</Table>

                                       6
<Page>
                                                                      SCHEDULE 2

                          VIDEOTRON LTEE, AS BORROWER

                                       -and-

         RBC DOMINION SECURITIES INC., AS LEAD ARRANGER AND BOOKRUNNER

                                       -and-

                      BANK OF AMERICA, N.A., CANADA BRANCH
                             BMO NESBITT BURNS INC.
                           THE TORONTO-DOMINION BANK
                            THE BANK OF NOVA SCOTIA

                                  as Co-Arrangers

                                       -and-

                        THE FINANCIAL INSTITUTIONS NAMED
                         ON THE SIGNATURE PAGES HERETO

                                     as Lenders

                 ROYAL BANK OF CANADA, AS ADMINISTRATIVE AGENT

                                       as of
                         November 28, 2000, as amended

--------------------------------------------------------------------------------

                                    $450,000,000

                                CREDIT AGREEMENT

           (AS AMENDED BY A FIRST AMENDING AGREEMENT DATED AS OF JANUARY 5,
           2001, A SECOND AMENDING AGREEMENT DATED AS OF JUNE 29, 2001, A THIRD
           AMENDING AGREEMENT DATED DECEMBER 12, 2001 AND ACCEPTED BY THE
           LENDERS AS OF DECEMBER 21, 2001, A FOURTH AMENDING AGREEMENT DATED AS
           OF DECEMBER 23, 2002, A FIFTH AMENDING AGREEMENT DATED AS OF
           MARCH 24, 2003, A SIXTH AMENDING AGREEMENT DATED AS OF OCTOBER 8,
           2003 AND A SEVENTH AMENDING AGREEMENT DATED AS OF NOVEMBER 19, 2004)

--------------------------------------------------------------------------------

                               HEENAN BLAIKIE LLP

                           1250 Rene-Levesque Blvd. West
                                   Suite 2500
                           Montreal (Quebec) H3B 4Y1
                           Telephone: (514) 846-1212
                           Telecopier: (514) 846-3427
<Page>
                               TABLE OF CONTENTS

<Table>
<Caption>
                                                                                        PAGE
                                                                                      --------
<S>     <C>            <C>                                                            <C>
1.      INTERPRETATION.............................................................       1
        1.1            Definitions.................................................       1
        1.2            Interpretation..............................................      16
        1.3            Currency....................................................      16
        1.4            Generally Accepted Accounting Principles....................      16
        1.5            Division and Titles.........................................      16

2.      THE CREDIT.................................................................      16
        2.1            The Facility................................................      16
        2.2            The Revolving Facility......................................      16

3.      PURPOSE....................................................................      17
        3.1            Purpose of the Advances.....................................      17

4.      ADVANCES, CONVERSIONS AND OPERATION OF ACCOUNTS............................      17
        4.1            Notice of Borrowing -- Direct Advances......................      17
        4.2            LIBOR Advances and Conversions..............................      17
        4.3            Cash Management Facilities..................................      17
        4.4            Operation of Accounts.......................................      18
        4.5            Apportionment of Advances...................................      18
        4.6            Limitations on Advances.....................................      18
        4.7            Notices Irrevocable.........................................      18
        4.8            Market for Bankers' Acceptances and Libor Advances..........      18
        4.9            Suspension of BA Advance and Libor Advance Option...........      18
        4.10           Limits on BA Advances and Libor Advances....................      19
        4.11           Specific Clause with Regard to Foreign Lenders..............      19

5.      INTEREST AND FEES..........................................................      19
        5.1            Interest on the Prime Rate Basis............................      19
        5.2            Payment of Interest on the Prime Rate Basis.................      19
        5.3            Interest on the Libor Basis.................................      19
        5.4            Payment of Interest on the Libor Basis......................      20
        5.5            Limits to the Determination of LIBOR........................      20
        5.6            Fixing of LIBOR.............................................      20
        5.7            Hedging.....................................................      20
        5.8            Interest on the Loan........................................      20
        5.9            Arrears of Interest.........................................      20
        5.10           Maximum Interest Rate.......................................      20
        5.11           Fees........................................................      21
        5.12           Interest Act................................................      21

6.      BANKERS' ACCEPTANCES.......................................................      21
        6.1            Advances by Bankers' Acceptances and Conversions into             21
                       Bankers' Acceptances........................................
        6.2            Acceptance Procedure........................................      22
        6.3            Purchase of Bankers' Acceptances and Discount Notes.........      23
        6.4            Maturity Date of Bankers' Acceptances.......................      23
        6.5            Deemed Conversions on the Maturity Date.....................      23
        6.6            Conversion and Extension Mechanism..........................      23
        6.7            Amounts given to the Lenders do not constitute a                  23
                       prepayment..................................................
        6.8            Prepayment of Bankers' Acceptances..........................      24
        6.9            Apportionment Amongst the Lenders...........................      24
        6.10           Cash Deposits...............................................      24
        6.11           Days of Grace...............................................      24
</Table>

                                       i
<Page>

<Table>
<Caption>
                                                                                        PAGE
                                                                                      --------
<S>     <C>            <C>                                                            <C>
        6.12           Obligations Absolute........................................      24
        6.13           Depository Bills and Notes Act..............................      25

7.      ILLEGALITY, INCREASED COSTS AND INDEMNIFICATION............................      25
        7.1            Illegality, Increased Costs.................................      25
        7.2            Indemnity...................................................      26

8.      PAYMENT, REPAYMENT AND PREPAYMENT..........................................      26
        8.1            Repayment of the Loan.......................................      26
        8.2            Amount and Apportionment of Mandatory Repayments............      26
        8.3            Voluntary Repayment and Prepayment of the Loan or                 26
                       Cancellation of the Credit..................................
        8.4            Payment of Losses Resulting From a Prepayment or a Mandatory      27
                       Repayment...................................................
        8.5            Currency of Payments........................................      27
        8.6            Payments by the Borrower to the Agent.......................      27
        8.7            Payment on a Business Day...................................      28
        8.8            Payments by the Lenders to the Agent........................      28
        8.9            Payments by the Agent to the Borrower.......................      28
        8.10           Netting.....................................................      28
        8.11           Application of Payments.....................................      28
        8.12           No Set-Off or Counterclaim by Borrower......................      28
        8.13           Debit Authorization.........................................      28
        8.14           Withholding Taxes...........................................      29

9.      SECURITY...................................................................      29
        9.1            Security for Advances Prior to the Phase II Date............      29
        9.2            Security for Advances Following the Phase II Date...........      30
        9.3            Limitations on Guarantees and Security for Advances.........      31
        9.4            Further Limitations on Guarantees and Security for                32
                       Advances....................................................

10.     CONDITIONS PRECEDENT.......................................................      32
        10.1           Initial Advance under the Revolving Facility and Term             32
                       Facility A-1................................................
        10.2           Initial Advance under the Revolving Facility................      34
        10.3           Conditions Precedent to any Advance.........................      35
        10.4           Waiver of Conditions Precedent..............................      35
        10.5           Release of Quebecor Media Guarantee.........................      35

11.     REPRESENTATIONS AND WARRANTIES.............................................      35
        11.1           Incorporation...............................................      35
        11.2           Authorization...............................................      35
        11.3           Compliance with Laws and Contracts..........................      36
        11.4           Current Business............................................      36
        11.5           Financial Statements........................................      36
        11.6           Contingent Liabilities and Indebtedness.....................      36
        11.7           Title to Assets.............................................      36
        11.8           Litigation..................................................      36
        11.9           Taxes.......................................................      37
        11.10          Insurance...................................................      37
        11.11          No Adverse Change...........................................      37
        11.12          Regulatory Approvals........................................      37
        11.13          Compliance with Laws and Licences...........................      37
        11.14          Pension and Employment Liabilities..........................      37
        11.15          Priority....................................................      37
        11.16          Complete and Accurate Information...........................      37
        11.17          Share Capital...............................................      37
        11.18          Absence of Default..........................................      38
</Table>

                                       ii
<Page>

<Table>
<Caption>
                                                                                        PAGE
                                                                                      --------
<S>     <C>            <C>                                                            <C>
        11.19          Agreements with Third Parties...............................      38
        11.20          Environment.................................................      38
        11.21          Survival of Representations and Warranties..................      38

12.     COVENANTS..................................................................      38
        12.1           Preservation of Juridical Personality.......................      38
        12.2           Preservation of Licences....................................      39
        12.3           Compliance with Applicable Laws.............................      39
        12.4           Maintenance of Assets.......................................      39
        12.5           Business....................................................      39
        12.6           Insurance...................................................      39
        12.7           Payment of Taxes and Duties.................................      39
        12.8           Access and Inspection.......................................      40
        12.9           Maintenance of Account......................................      40
        12.10          Performance of Obligations..................................      40
        12.11          Maintenance of Ratios.......................................      40
        12.12          Mandatory Repayments........................................      41
        12.13          Maintenance of Security.....................................      41
        12.14          Payment of Legal Fees and Other Expenses....................      41
        12.15          Financial Reporting.........................................      42
        12.16          Notice of Certain Events....................................      43
        12.17          CF Cable Inter-Creditor Agreement...........................      43
        12.18          Accuracy of Reports.........................................      43

13.     NEGATIVE COVENANTS.........................................................      43
        13.1           Liquidation and Amalgamation................................      43
        13.2           Charges.....................................................      44
        13.3           Asset Dispositions..........................................      44
        13.4           Preservation of Capital.....................................      45
        13.5           Restrictions on Subsidiaries................................      45
        13.6           Issuance and Transfer of Shares.............................      45
        13.7           Acquisitions................................................      46
        13.8           Debt and Guarantees.........................................      46
        13.9           Financial Assistance by the VL Group........................      46
        13.10          Subordinated Debt...........................................      47
        13.11          Members of the VL Group, Related Party Transactions.........      47
        13.12          Derivative Instruments......................................      47

14.     EVENTS OF DEFAULT AND REALIZATION..........................................      48
        14.1           Event of Default............................................      48
        14.2           Remedies....................................................      49
        14.3           Bankruptcy and Insolvency...................................      49
        14.4           Notice......................................................      49
        14.5           Costs.......................................................      50
        14.6           Relations with the Borrower.................................      50
        14.7           Application of Proceeds.....................................      50

15.     JUDGMENT CURRENCY..........................................................      50
        15.1           Rules of Conversion.........................................      50
        15.2           Determination of an Equivalent Currency.....................      50

16.     ASSIGNMENT.................................................................      51
        16.1           Assignment by the Borrower..................................      51
        16.2           Assignments and Transfers by the Lenders....................      51
        16.3           Transfer Agreement..........................................      51
</Table>

                                      iii
<Page>

<Table>
<Caption>
                                                                                        PAGE
                                                                                      --------
<S>     <C>            <C>                                                            <C>
        16.4           Notice......................................................      52
        16.5           Sub-Participations..........................................      52
        16.6           General.....................................................      52

17.     MISCELLANEOUS..............................................................      53
        17.1           Notices.....................................................      53
        17.2           Amendment and Waiver........................................      53
        17.3           Determinations Final........................................      53
        17.4           Entire Agreement............................................      53
        17.5           Indemnification and Compensation............................      53
        17.6           Benefit of Agreement........................................      54
        17.7           Counterparts................................................      54
        17.8           Applicable Law..............................................      54
        17.9           Severability................................................      54
        17.10          Further Assurances..........................................      54
        17.11          Good Faith and Fair Consideration...........................      54
        17.12          Responsibility of the Lenders...............................      54
        17.13          Indemnity...................................................      54
        17.14          Language....................................................      55
        17.15          Foreign Lenders.............................................      55

18.     THE AGENT AND THE LENDERS..................................................      55
        18.1           Authorization of Agent......................................      55
        18.2           Agent's Responsibility......................................      56
        18.3           Rights of Agent as Lender...................................      57
        18.4           Indemnity...................................................      57
        18.5           Notice by Agent to Lenders..................................      57
        18.6           Protection of Agent.........................................      57
        18.7           Notice by Lenders to Agent..................................      58
        18.8           Sharing Among the Lenders...................................      58
        18.9           Derivative Obligations......................................      59
        18.10          Procedure with respect to Advances..........................      59
        18.11          Accounts kept by each Lender................................      59
        18.12          Binding Determinations......................................      60
        18.13          Amendment of Article 18.....................................      60
        18.14          Decisions, Amendments and Waivers of the Lenders............      60
        18.15          Authorized Waivers, Variations and Omissions................      60
        18.16          Provisions for the Benefit of Lenders Only -- Power of            60
                       Attorney for Quebec Purposes................................
        18.17          Provisions for the Benefit of Lenders Only..................      61
        18.18          Resignation of Agent........................................      61
        18.19          No Novation.................................................      61

19.     FORMAL DATE................................................................      61
        19.1           Formal Date.................................................      61
</Table>

<Table>
<Caption>

<S>     <C>            <C>                                                            <C>
        SCHEDULE "A" -- LIST OF LENDERS AND COMMITMENTS
        SCHEDULE "B" -- NOTICE OF BORROWING AND CERTIFICATE
        SCHEDULE "B-1" -- NOTICE OF REPAYMENT
        SCHEDULE "C" -- TRANSFER AGREEMENT
        SCHEDULE "D" -- GUARANTEE
        SCHEDULE "E" -- SHARE PLEDGE
        SCHEDULE "F" -- OFFICER'S CERTIFICATE
        SCHEDULE "G" -- LEGAL OPINION (Initial Closing)
        SCHEDULE "G-1" -- LEGAL OPINION (Post Regulatory Approval)
</Table>

                                       iv
<Page>

<Table>
<Caption>

<S>     <C>            <C>                                                            <C>
        SCHEDULE "H" -- EXISTING SECURITY
        SCHEDULE "I" -- PROPERTY OF THE VL GROUP
        SCHEDULE "I" -- PROPERTY OF THE VL GROUP
        SCHEDULE "J" -- OFFICER'S COMPLIANCE CERTIFICATE
        SCHEDULE "K" -- LIMITS TO CERTAIN GUARANTEES AS AT THE PHASE II DATE
        SCHEDULE "K" (Part 2, subsection 10.2.5) -- LIMITS TO CERTAIN GUARANTEES AS AT THE
        SEVENTH AMENDMENT CLOSING DATE
        SCHEDULE "L" -- GUARANTORS AS AT JUNE 29, 2001
        SCHEDULE "M" -- MEMBERS OF THE VL GROUP AS AT THE SEVENTH AMENDMENT CLOSING DATE;
        GUARANTORS AS AT THE SEVENTH AMENDMENT CLOSING DATE
        SCHEDULE "N" -- FORM OF SUBORDINATION AGREEMENT FOR BACK-TO-BACK SECURITIES
</Table>

                                       v
<Page>
    AMENDED AND RESTATED CREDIT AGREEMENT entered into in the City of Montreal,
Province of Quebec, as of November 28, 2000, as amended by a First Amending
Agreement dated as of January 5, 2001, a Second Amending Agreement dated as of
June 29, 2001, a Third Amending Agreement dated December 12, 2001 and accepted
by the Lenders as of December 21, 2001, a Fourth Amending Agreement dated as of
December 23, 2002, a Fifth Amending Agreement dated as of March 24, 2003, a
Sixth Amending Agreement dated as of October 8, 2003 and a Seventh Amending
Agreement dated as of November 19, 2004.

<Table>
<S>                                     <C>
AMONG:                                  VIDEOTRON LTEE, a company constituted in accordance with the
                                        laws of Quebec, having its registered office at 300 Viger
                                        Street East, 6th floor, in the City of Montreal, Province of
                                        Quebec (hereinafter called the "BORROWER")

                                        PARTY OF THE FIRST PART

AND:                                    THE FINANCIAL INSTITUTIONS NAMED ON THE SIGNATURE PAGE
                                        HEREOF OR FROM TIME TO TIME PARTIES HERETO (the "LENDERS")

                                        PARTIES OF THE SECOND PART

AND:                                    ROYAL BANK OF CANADA, AS ADMINISTRATIVE AGENT FOR THE
                                        LENDERS, a Canadian bank, having a place of business at 200
                                        Bay Street, 12th floor, South Tower, Royal Bank Plaza, in
                                        the City of Toronto, Province of Ontario (hereinafter called
                                        the "AGENT")

                                        PARTY OF THE THIRD PART
</Table>

    WHEREAS the Borrower wishes to borrow certain amounts from the Lenders and
the Lenders have agreed to lend such amounts to the Borrower, subject to and in
accordance with the provisions hereof;

    NOW THEREFORE, THE PARTIES HERETO HAVE AGREED AS FOLLOWS:

1.  INTERPRETATION

    1.1     DEFINITIONS

    The following words and expressions, when used in this Agreement or in any
    agreement supplementary hereto, unless the contrary is stipulated, have the
    following meaning:

       1.1.1    "ACQUISITION" means, with respect to any Person, any transaction
       or series of related transactions whereby such Person acquires, directly
       or indirectly, (a) a business, division, or all or a substantial portion
       of the assets of any other Person; (b) any Investment; or (c) by way of
       reorganization, consolidation, amalgamation, winding-up, merger,
       transfer, sale, lease or other combination, the assets or shares of any
       other Person; and "ACQUIRE" and "ACQUIRED" have meanings correlative
       thereto;

       1.1.2    "ADDITIONAL OFFERING" means an Offering of unsecured Debt
       incurred or issued by the Borrower having a term expiring after the
       expiry of the Term, the terms and conditions of which Offering will be
       substantially the same as those of the HYD Offering, unless otherwise
       approved by the Lenders; provided that if the Additional Offering permits
       more prepayments than the HYD Offering, unanimous Lender approval will be
       required;

       1.1.3    "ADVANCE" means any advance by a Lender under this Agreement,
       including direct Advances by way of Prime Rate Advances and indirect
       Advances by way of BA Advances (or, in the case of Lenders who are
       Foreign Lenders who cannot make such forms of Advances, Libor Advances in
       Cdn. $, or, in the circumstances set out in Section 4.11, Libor Advances
       in US$);

       1.1.4    "AFFILIATE" has the meaning ascribed thereto in the Canada
       Business Corporations Act and, with respect to any Lender that is a fund
       that invests in bank loans, includes any other fund that invests in bank
       loans and is advised or managed by the same investment advisor as such
       Lender or by an Affiliate of such investment advisor;

                                       1
<Page>
       1.1.5    "AGENCY BRANCH" means the branch of the Agent located at Royal
       Bank Plaza, South Tower, 12th Floor, in the City of Toronto, Province of
       Ontario, M5J 2W7, or such other address in Canada of which the Agent may
       notify the Borrower from time to time;

       1.1.6    "AGENT" means Royal Bank of Canada in its capacity as agent for
       all of the Lenders;

       1.1.7    "AGREEMENT", "CREDIT AGREEMENT", "THESE PRESENTS", "HEREIN",
       "HEREBY", "HEREUNDER" and other similar expressions refer collectively to
       this Credit Agreement and the Schedules and appendices hereto as same may
       be amended or amended and restated from time to time, and include any
       deed or document which is supplementary or accessory or which is made in
       order to complete this Agreement, as all of same may subsequently be
       amended, amended and restated, modified, supplemented or replaced from
       time to time;

       1.1.8    "ANNUAL BUSINESS PLAN" means, for any financial year,
       (a) detailed projected balance sheets, income statements, statements of
       cash flows and Capital Expenditures budgets of the VL Group, prepared on
       a Consolidated basis, in respect of such financial year and each
       financial quarter therein and in respect of, and as at the last day of,
       each of the next two following financial years, in each case supported by
       appropriate explanations, notes and information and commentary; and
       (b) a detailed narrative of the businesses of the VL Group for the
       financial year then ended and for the following financial year which
       shall include a management discussion and analysis, in sufficient detail,
       all as approved by the board of directors of the Borrower;

       1.1.9    "ASSET DISPOSITION" has the meaning ascribed to it in
       subsection 1.1.85.1;

       1.1.10   "ASSIGNMENT" means an assignment of all or a portion of a
       Lender's rights and obligations under this Agreement in accordance with
       Sections 16.2 and 16.3, and "Assignee" has the meaning ascribed to it in
       subsection 16.2.1;

       1.1.11   "ASSOCIATE" has the meaning ascribed thereto in the Canada
       Business Corporations Act;

       1.1.12   "BA ADVANCE" means at any time the part of the Advances under
       the Revolving Facility which the Borrower has chosen to borrow by
       Bankers' Acceptances, calculated based on the face amount of such
       Bankers' Acceptances;

       1.1.13   "BA PROCEEDS" means, (a) for any Bankers' Acceptance issued
       hereunder, an amount calculated on the applicable Acceptance Date (as
       defined in subsection 6.1.1) by multiplying: i) the face amount of the
       Bankers' Acceptance by ii) the following fraction:

                                       1
       __________________________________________________________________
         (1+ (Bankers' Acceptance Discount Rate X Designated Period (in
                            days) DIVIDED BY 365)),

       with such fraction being rounded up or down to the fifth decimal place
       and .00005 being rounded up; and (b) with respect to Assignees that are
       not banks or that do not accept Bankers' Acceptances, the face amount of
       Discount Notes issued to them, less a discount established in the same
       manner as provided in (a) above (with references to "Bankers'
       Acceptances" being replaced by references to "Discount Notes");

       1.1.14   "BA SCHEDULE I REFERENCE LENDER" means Royal Bank of Canada or
       such other Lender which is a Schedule I bank under the BANK ACT (Canada)
       appointed by the Agent with the consent of the Borrower in replacement of
       the said Lender;

       1.1.15   "BA SCHEDULE II REFERENCE LENDERS" means Bank of America, N.A.
       Canada Branch and Credit Suisse First Boston, Toronto Branch, or such
       other Lenders which are Schedule II or Schedule III banks under the BANK
       ACT (Canada) appointed by the Agent with the consent of the Borrower in
       replacement of such Lenders;

       1.1.16   "BACK-TO-BACK DEBT" means any loans made or debt instruments
       issued as part of a Back-to-Back Transaction and in which each party to
       such Back-to-Back Transaction, other than a member of the VL Group,
       executes a subordination agreement in favor of the Agent in substantially
       the form attached hereto as Schedule "N";

                                       2
<Page>
       1.1.17   "BACK-TO-BACK PREFERRED SHARES" means preferred shares issued:

       (a) to a member of the VL Group by an Affiliate of the Borrower in
           circumstances where, immediately prior to the issuance of such
           preferred shares, an Affiliate of such member of the VL Group has
           loaned on an unsecured basis to such member of the VL Group, or an
           Affiliate of such member of the VL Group has subscribed for preferred
           shares of such member of the VL Group in an amount equal to, the
           requisite subscription price for such preferred shares;

       (b) by a member of the VL Group to one of its Affiliates in circumstances
           where, immediately prior to or immediately after, as the case may be,
           the issuance of such preferred shares, such member of the VL Group
           has loaned an amount equal to the proceeds of such issuance to an
           Affiliate on an unsecured basis; or

       (c) by a member of the VL Group to one of its Affiliates in circumstances
           where, immediately after the issuance of such preferred shares, such
           member of the VL Group has used all of the proceeds of such issuance
           to subscribe for preferred shares issued by an Affiliate;

           in each case on terms whereby:

             (i) the aggregate redemption amount applicable to the preferred
                 shares issued to or by such member of the VL Group is
                 identical:

              (A) in the case of (a) above, to the principal amount of the loan
                  made or the aggregate redemption amount of the preferred
                  shares subscribed for by such Affiliate prior to the issuance
                  thereof;

              (B) in the case of (b) above, to the principal amount of the loan
                  made to such Affiliate with the proceeds of the issuance
                  thereof; or

              (C) in the case of (c) above, to the aggregate redemption amount
                  of the preferred shares issued by such Affiliate with the
                  proceeds of the issuance thereof;

            (ii) the dividend payment date applicable to the preferred shares
                 issued to or by such member of the VL Group will:

              (A) in the case of (a) above, be immediately prior to the interest
                  payment date relevant to the loan made or the dividend payment
                  date on the preferred shares subscribed for by such Affiliate
                  immediately prior to the issuance thereof;

              (B) in the case of (b) above, be immediately after the interest
                  payment date relevant to the loan made to such Affiliate with
                  the proceeds of the issuance thereof; or

              (C) in the case of (c) above, be immediately after the dividend
                  payment date on the preferred shares issued by such Affiliate
                  with the proceeds of the issuance thereof;

            (iii) the amount of dividends provided for on any payment date in
                  the share conditions attaching to the preferred shares issued:

              (A) to a member of the VL Group in the case of (a) above, will be
                  equal to or in excess of the amount of interest payable in
                  respect of the loan made or the amount of dividends provided
                  for in respect of the preferred shares subscribed for by such
                  Affiliate prior to the issuance thereof;

              (B) by a member of the VL Group in the case of (b) above, will be
                  equal to or less than the amount of interest payable in
                  respect of the loan made to such Affiliate with the proceeds
                  of the issuance thereof; or

              (C) by a member of the VL Group in the case of (c) above, will be
                  equal to the amount of dividends in respect of the preferred
                  shares issued by such Affiliate with the proceeds of the
                  issuance thereof.

                                       3
<Page>
       Provided, for greater certainty, that in all cases, (I) the redemption of
       any preferred shares by a member of the VL Group, (II) the repayment of
       any Back-to-Back Debt by a member of the VL Group, (III) the payment of
       any dividends by a member of the VL Group in respect of its preferred
       shares, and (IV) the payment of any interest on Back-to-Back Debt of a
       member of the VL Group, may, in each case, be made by a member of the
       VL Group solely by delivering the relevant Back-to-Back Securities to the
       Affiliate in question, or by paying to the Affiliate an amount in cash
       not in excess of the amount already received in cash from such Affiliate;

       1.1.18   "BACK-TO-BACK SECURITIES" means the Back-to-Back Preferred
       Shares or the Back-to-Back Debt or both, as the context requires;

       1.1.19   "BACK-TO-BACK TRANSACTIONS" means any of the transactions
       described under the definition of Back-to-Back Preferred Shares;

       1.1.20   "BANKERS' ACCEPTANCE" means a non-interest bearing draft or bill
       of exchange in Canadian Dollars drawn and endorsed by the Borrower and
       accepted by a Lender in accordance with the provisions of Article 6,
       and includes a Discount Note where the context permits. Subject to the
       Lenders electing to use a clearing house as contemplated by the
       Depository Bills and Notes Act (S.C. 1998 c. 13) (the "Act"), "Bankers'
       Acceptance" shall mean a depository bill (as defined in the Act) in
       Canadian Dollars signed by the Borrower and accepted by a Lender. Drafts
       or bills of exchange that become depository bills may nevertheless be
       referred to herein as "drafts";

       1.1.21   "BANKERS' ACCEPTANCE DISCOUNT RATE" means (a) in respect of
       Bankers' Acceptances to be purchased by the Lenders which are Schedule I
       banks under the BANK ACT (Canada), the average rate for Canadian Dollar
       bankers' acceptances having Designated Periods of 1, 2, 3, or 6 months
       quoted on Reuters Service, page CDOR "Canadian Interbank Bid BA Rates"
       (the "CDOR RATE"), having an identical Designated Period to that of the
       Bankers' Acceptance to be issued on such day, and (b) in respect of
       Bankers' Acceptances to be purchased by the Lenders which are
       Schedule II or Schedule III banks under the BANK ACT (Canada) and in
       respect of Discount Notes, the lesser of (i) the arithmetic average
       (rounded upward to the nearest one hundredth of one percent (.01%)) of
       the discount rates for Canadian Dollar bankers' acceptances quoted by the
       BA Schedule II Reference Lenders, and (ii) the rate specified in
       (a) above plus 10 basis points (.10%) (in each of cases (a) and (b), the
       "DISCOUNT RATES"). In all cases, the Discount Rates shall be quoted at
       approximately 10:00 a.m. (Montreal time) on the Acceptance Date
       calculated on the basis of a year of 365 days.

       In the absence of any such quote, the Bankers' Acceptance Discount Rate
       which would have been determined in accordance with paragraph (a) or
       paragraph (b) above, respectively, shall be equal to the rate determined
       from time to time by the Agent as the discount rates for bankers'
       acceptances of

           (A) in the case of paragraph (a), the BA Schedule I Reference
              Lender; and

           (B) in the case of paragraph (b), the BA Schedule I Reference Lender
              plus 10 basis points (.10%);

       established in accordance with its normal practices in amounts equal to
       the Selected Amount, having an identical Designated Period to that of the
       proposed Bankers' Acceptances to be issued on such day;

       1.1.22   "BANKING DAY" means any day which is at the same time a Business
       Day and a day on which banking institutions are not authorized by law or
       by local proclamation to close for business in New York (USA) and in
       London (England);

       1.1.23   "BRANCH" means the branch of Royal Bank of Canada located at 1
       Place Ville Marie, or any other branch designated by the Agent from time
       to time by notice to the Borrower;

       1.1.24   "BUSINESS DAY" means any day, except Saturdays, Sundays and
       other days which in Montreal or Toronto (Canada) are holidays or a day
       upon which banking institutions are not authorized or required by law or
       by local proclamation to close;

       1.1.25   "CANADIAN DOLLARS" or "CDN. $" means the lawful currency of
       Canada;

                                       4
<Page>
       1.1.26   "CAPITAL EXPENDITURES" means the aggregate amount actually paid
       in cash in any period by the VL Group for or in connection with the
       acquisition or maintenance of assets required to be capitalized,
       including expenditures of the type described in the last sentence of
       Section 13.9, determined on a Consolidated basis and otherwise in
       accordance with GAAP other than, for greater certainty, expenditures for
       Acquisitions permitted by Section 13.7;

       1.1.27   "CAPITAL LEASE" means any lease (a) which is required to be
       capitalized on a balance sheet of the lessee in accordance with GAAP, or
       (b) for which the amount of the asset and liability thereunder should be
       disclosed in a note to such balance sheet as if so capitalized in
       accordance with GAAP;

       1.1.28   "CASH EQUIVALENTS" means, as of the date of any determination
       thereof, instruments of the following types:

              1.1.28.1 obligations of or unconditionally guaranteed by the
              governments of Canada or the United States of America ("USA"), or
              any agency of any of them backed by the full faith and credit of
              the governments of Canada or the USA, respectively, maturing
              within 364 days of acquisition;

              1.1.28.2 marketable direct obligations of the governments of one
              of the provinces of Canada, one of the states of the USA, or any
              agency thereof, or of any county, department, municipality or
              other political subdivision of Canada or the USA, the payment or
              guarantee of which constitutes a full faith and credit obligation
              of such province, state, municipality or other political
              subdivision, which matures within 364 days of acquisition and
              which is currently accorded a short-term credit rating of at least
              A-1 by Standard & Poor's Rating Services, a division of The
              McGraw-Hill Companies, Inc. ("S & P") or at least Prime-1 by
              Moody's Investors Service, Inc. ("MOODY'S") or the equivalent
              thereof from Dominion Bond Rating Service Inc. ("DBRS");

              1.1.28.3 commercial paper, bonds, notes, debentures and bankers'
              acceptances issued by a Person residing in Canada or the USA and
              not referred to in subsections 1.1.28.1, 1.1.28.2 or 1.1.28.4, and
              maturing within 364 days from the date of issuance which, at the
              time of acquisition, is accorded a short-term credit rating of at
              least A-1 by S & P or at least Prime-1 by Moody's or the
              equivalent thereof from DBRS;

              1.1.28.4 (a) certificates of deposit maturing within 364 days from
              the date of issuance thereof, issued by a bank or trust company
              organized under the laws of the USA, any state thereof, or Canada
              or any province thereof, or (b) US Dollar certificates of deposit
              maturing within 364 days of acquisition and issued by a bank in
              western Europe or the United Kingdom, in all cases having capital,
              surplus and undivided profits aggregating at least US $500,000,000
              (or its equivalent in Canadian Dollars) and whose short-term
              credit rating is, at the time of acquisition thereof, rated A-1 or
              better by S & P or Prime-1 or better by Moody's (or the equivalent
              thereof from DBRS);

       1.1.29   "CASH MANAGEMENT FACILITIES" means the cash management
       facilities described in the two agreements (the "CASH MANAGEMENT
       AGREEMENTS") entered into among Videotron Telecom Ltee, the Borrower,
       Groupe de Divertissement Superclub Videotron Ltee, Le Superclub Videotron
       Ltee, Protectron Inc., Videotron TVN Inc., CF Cable TV Inc., 2841-8044
       Quebec Inc., 2759-8911 Quebec Inc., 9028-9778 Quebec Inc., 2516527
       Canada Inc., Videotron Incotel Ltee, Videotron (1998) Ltee, Videotron
       Communications Inc., Videotron Telecom (1998) Ltee, as participants, the
       Borrower as concentrator and The Toronto-Dominion Bank dated August 9,
       1999, providing for an aggregate maximum net daily overdraft of
       $20,000,000 (which amount has been decreased to $15,000,000), as same has
       or may be amended or replaced from time to time;

       1.1.30   "CF CABLE NOTES" means the US $94,675,000 9 1/8% Senior Secured
       First Priority Notes issued by CF Cable TV Inc.;

       1.1.31   "CHANGE IN CONTROL" means (a) the acquisition by any Person or
       group of Persons acting in concert (other than Quebecor Media Inc. or any
       of its wholly-owned Subsidiaries) of a majority of the

                                       5
<Page>
       votes attached to the outstanding voting shares of the Borrower or any of
       the Initial VL Group Guarantors, or (b) any event which results in more
       than a majority of the votes attached to the outstanding shares of
       Quebecor Media Inc. being held by a Person other than Quebecor Inc. and
       its Subsidiaries;

       1.1.32   "CHARGE" means any right to any property, or the income or
       benefits flowing therefrom, which secures an obligation due to a Person
       or a claim of such Person, whether such interest is based on the common
       law, statute or contract, and includes any security interest, hypothec,
       pledge, pawn, mortgage, privilege, prior claim, lien, charge, assignment,
       transfer, cession, encumbrance, Capital Lease, Synthetic Lease,
       instalment sale, conditional sale or trust receipt or a consignment or
       bailment for security purposes. The term "Charge" shall include
       reservations, exceptions, encroachments, easements, servitudes,
       rights-of-way, covenants, conditions, restrictions and other title
       exceptions and encumbrances (including, with respect to stock,
       stockholder agreements having the effect of restricting the ability, in
       any material respect, of a Person to fulfill its obligations hereunder,
       voting trust agreements and all similar arrangements) affecting property,
       but shall exclude, for greater certainty, the rights of lessors under
       operating leases (but not Synthetic Leases). Solely for the purposes of
       determining whether a Charge exists for the purposes of this Agreement, a
       Person shall be deemed to be the owner of any property which it has
       acquired or holds subject to a conditional sale agreement, Capital Lease
       or other arrangement pursuant to which title to the property has been
       retained by or vested in some other Person for security purposes and such
       retention or vesting shall constitute a Charge;

       1.1.33   "CLOSING DATE" means November 28, 2000;

       1.1.34   "COMMITMENT" means the portion of the Credit for which a Lender
       is responsible, as set out in Schedule "A" hereof;

       1.1.35   "COMPLIANCE CERTIFICATE" has the meaning ascribed to it in
       subsection 12.15.1;

       1.1.36   "CONSOLIDATED" means produced by aggregating the relevant
       financial statements or accounts of the VL Group on a line-by-line basis
       (i.e.: adding together corresponding items of assets, liabilities,
       revenues and expenses), eliminating inter-company balances and
       transactions and providing for any minority interest, all as otherwise
       (i.e. except for the fact that the financial information in question
       relates to the members of the VL Group, all of which are owned, directly
       or indirectly, by the same Person, Quebecor Media Inc., but are not
       themselves Subsidiaries of one another) determined in accordance
       with GAAP;

       1.1.37   "CONTINGENT OBLIGATION" of any Person means all contingent
       liabilities required to be included in the financial statements of such
       Person in accordance with GAAP, excluding any notes thereto;

       1.1.38   "CORE BUSINESS" means the business described in Section 11.4;

       1.1.39   "CREDIT" means the aggregate amount available to the Borrower
       under the Revolving Facility;

       1.1.40   "CRTC" means the Canadian Radio-television and
       Telecommunications Commission, or a successor regulatory body, commission
       or agency;

       1.1.41   "DEBENTURE" means the Debenture to be issued in favour of each
       Lender (or in favour of a collateral agent designated by the Agent) by
       the Borrower and the Guarantors after the Phase II Date in accordance
       with the provisions of subsection 9.2.4 or 9.2.9;

       1.1.42   "DEBENTURE PLEDGE" means the pledge of the Debenture in favour
       of the Agent or any designated collateral agent by the Borrower and the
       Guarantors;

       1.1.43   "DEBT" includes, for any Person,

              1.1.43.1 obligations in respect of borrowed money, whether or not
              evidenced by notes, bonds, debentures or similar evidences of
              indebtedness of such Person;

              1.1.43.2 obligations in respect of borrowed money and the Negative
              Value of Derivative Instruments, but without duplication of any
              underlying Debt that may be hedged by same, and,

                                       6
<Page>
              in particular, without taking into account the currency hedging in
              respect of the US$ denominated Debt referred to in the final
              paragraph of this definition;

              1.1.43.3 obligations representing the deferred purchase price of
              goods and services, other than such obligations incurred in the
              ordinary course of business of the VL Group and payable within a
              period not exceeding 120 days from the date of their incurrence,

              1.1.43.4 the obligations, whether or not assumed, which are
              secured by Charges on the property belonging to such Person or
              payable out of the proceeds flowing therefrom,

              1.1.43.5 Contingent Obligations;

              1.1.43.6 obligations under Capital Leases and Synthetic Leases,
              and

       1.1.43.7 obligations under letters of credit, letters of guarantee,
       bankers' acceptances or Guarantees,

       but shall not include Debt under the Back-to-Back Securities. In
       addition, any Debt denominated in US$ which is validly and effectively
       hedged through the use of one or more Derivative Instruments will be
       calculated at the exchange rate applicable to such US$ Debt under the
       applicable Derivative Instrument;

       1.1.44   "DEFAULT" means an event or circumstances, the occurrence or
       non-occurrence of which would, with the giving of a notice, lapse of time
       or combination thereof, constitute an Event of Default unless remedied
       within the prescribed delays or renounced to in writing by the Agent, as
       authorized by the Lenders;

       1.1.45   "DERIVATIVE INSTRUMENT" means an agreement entered into from
       time to time by a Person in order to control, fix or regulate currency
       exchange fluctuations, or the rate of interest payable on borrowings,
       including a rate swap transaction, basis swap, forward rate transaction,
       commodity swap, commodity option, equity or index equity swap, equity or
       index equity option, bond option, interest rate option, foreign exchange
       transaction, cap transaction, floor transaction, collar transaction,
       currency swap transaction, cross-currency rate swap transaction, currency
       option or any other similar transaction (including any option with
       respect to any of these transactions and any combination of these
       transactions);

       1.1.46   "DERIVATIVE OBLIGATIONS" means obligations of the Borrower to
       one or more Lenders under Derivative Instruments;

       1.1.47   "DESIGNATED PERIOD" means, with respect to a Libor Advance or a
       BA Advance, a period designated by the Borrower in accordance with
       Sections 4.2, 6.1 and 6.4, respectively;

       1.1.48   "DISBURSEMENT PERIOD" means, with respect to the Revolving
       Facility, the period from the Closing Date until the expiry of the Term,
       subject to satisfying the applicable conditions precedent set out in
       Article 10;

       1.1.49   "DISCOUNT NOTE" means a non-interest bearing promissory note
       denominated in Canadian Dollars issued by the Borrower to a Lender or a
       sub-participant which is a Non-BA Lender (as defined in subsection 6.1.2
       (b)), such note to be in the form normally used by such Lender or
       sub-participant;

       1.1.50   "EBITDA" means, during a financial period, earnings of the
       VL Group before non-controlling interests, extraordinary items, Interest
       Expense, taxes, depreciation and amortization, foreign exchange
       translation gains or losses not involving the payment of cash and other
       non-cash financial charges, without taking into account any goodwill
       adjustments, calculated on a Consolidated basis, and otherwise in
       accordance with GAAP; for greater certainty, there shall be excluded from
       the calculation of EBITDA, to the extent included in such calculation,
       the amount of any income or expense relating to Back-to-Back Securities
       and the costs arising out of the termination of the Derivative
       Instruments associated with Term Facility B upon its repayment, in an
       approximate amount of $8,000,000;

       1.1.51   "EXCESS CASH FLOW" means the VL Group's EBITDA calculated as at
       the end of each financial quarter, plus an amount equal to any spread
       paid to the Borrower resulting from Back-to-Back Securities, to the
       extent not previously included in EBITDA, and less

              1.1.51.1 the amount of taxes paid or otherwise due during the
              period in question;

                                       7
<Page>
              1.1.51.2 the amount of any Interest Expense paid in cash (and not
              accrued); however, for the purposes of this definition alone,
              "Interest Expense" shall include all fees and expenses relating to
              the HYD Offering, any Additional Offering and all other future
              Debt Offerings, except to the extent that the fees and expenses in
              question are paid for out of the proceeds of such Debt Offerings
              and not out of the VL Group's cash flow;

              1.1.51.3 the amount of all voluntary prepayments of Debt, other
              than (a) payments under the Revolving Facility or under the
              unsecured cash management facility not exceeding $10,000,000
              permitted hereunder, (b) voluntary prepayments using the proceeds
              of Asset Dispositions and Offerings, and (c) voluntary prepayments
              of the QMI Subordinated Debt made in accordance with
              Section 13.10 hereof;

              1.1.51.4 the amount of extraordinary items not included in
              earnings but which required the payment of cash;

              1.1.51.5 the amount of any mandatory principal repayment (other
              than Mandatory Repayments under subsections 8.2.1 and 8.2.2) of
              Debt that is permitted hereunder; and

              1.1.51.6 the sum of (1) the amount of Capital Expenditures made
              during such period that have not been financed separately out of
              (i) the proceeds of Debt permitted hereunder; (ii) equity obtained
              after the date hereof; or (iii) the Net Proceeds arising out of
              Asset Dispositions made during the period which are not used to
              make Mandatory Repayments under subsection 8.2.1 and (2) the
              amount, if any, by which $18,750,000 exceeds the actual Capital
              Expenditures made during such period;

       provided, however, that no amount will be so deducted if such amount has
       already been deducted from the VL Group's EBITDA;

       1.1.52   "EXISTING CREDIT AGREEMENT" means the $800,000,000 credit
       agreement, dated as of December 11, 1997, among the Borrower, CF Cable
       TV Inc., Videotron.Net Ltee and the lenders named therein, as amended
       prior to the Closing Date;

       1.1.53   "EVENT OF DEFAULT" means one or more of the events described in
       Section 14.1;

       1.1.54   "FACILITY" or "REVOLVING FACILITY" means the Credit available
       pursuant to Section 2.1;

       1.1.55   "FACILITY FEE" has the meaning ascribed to it in
       subsection 5.11.1;

       1.1.56   "FEES" means the fees payable to the Agent and to the Lenders in
       accordance with the provisions of Section 5.11;

       1.1.57   "FIRST CURRENCY" has the meaning ascribed to it pursuant to
       Section 15.1;

       1.1.58   "FOREIGN LENDERS" has the meaning ascribed to it in
       Section 17.15;

       1.1.59   "GENERALLY ACCEPTED ACCOUNTING PRINCIPLES" or "GAAP" means the
       generally accepted accounting principles acknowledged by the Canadian
       Institute of Chartered Accountants and published in the Canadian
       Institute of Chartered Accountants' Handbook;

       1.1.60   "GUARANTEES" by any Person means all obligations (other than
       endorsements in the ordinary course of business of negotiable instruments
       for deposit or collection) of such Person guaranteeing, or in effect
       guaranteeing, any Indebtedness, dividend or other obligation of any other
       Person (the "PRIMARY OBLIGOR") in any manner, whether directly or
       indirectly, including all obligations incurred through an agreement,
       contingent or otherwise, by such Person: (a) to purchase such
       Indebtedness or obligation or any property or assets constituting
       security therefor, (b) to advance or supply funds (i) for the purchase or
       payment of such Indebtedness or obligation, or (ii) to maintain working
       capital or other balance sheet condition or otherwise to advance or make
       available funds for the purchase or payment of such Indebtedness or
       obligation against loss, (c) to lease property or to purchase securities
       or other property or services primarily for the purpose of assuring the
       owner of such Indebtedness or obligation, or (d) otherwise to assure the
       owner of the Indebtedness or obligation of the Primary Obligor against
       loss in respect thereof. For the purposes of all computations made under
       this Agreement, a Guarantee in respect

                                       8
<Page>
       of any Indebtedness for borrowed money, and a Guarantee in respect of any
       other obligation or liability or any dividend, shall be deemed to be
       Indebtedness equal to the maximum aggregate amount of such obligation,
       liability or dividend, unless the Guarantee is limited in amount, in
       which case such limit shall be used for such computation;

       1.1.61   "GUARANTORS" means, (a) prior to the Phase II Date, Videotron
       (1998) ltee, Le SuperClub Videotron ltee and 9096-5807 Quebec Inc.
       (successor to the business of Videotron TVN Inc.) (collectively the
       "INITIAL VL GROUP GUARANTORS"), as well as GVL and Quebecor Media Inc.,
       and (b) following the Phase II Date, (i) Quebecor Media Inc. but only as
       specified in Section 10.5, (ii) GVL, if not amalgamated with or wound up
       into Quebecor Media Inc. or another wholly-owned Subsidiary of Quebecor
       Media Inc. at such time, (iii) the Initial VL Group Guarantors, and
       (iv) all of the wholly-owned Subsidiaries of the Borrower and of the
       Initial VL Group Guarantors, excluding Consortium Cable-Axion
       Digitel Inc. and its Subsidiaries, and including, (a) after the CF Cable
       Notes have been paid or as permitted thereunder, CF Cable TV Inc. and its
       Subsidiaries, and (b) all Subsidiaries of the Initial VL Group Guarantors
       created or acquired after the Closing Date. A list of the Guarantors as
       of June 29, 2001 is provided in Schedule "L" hereto, and as of the
       Seventh Amendment Closing Date is provided in Schedule "M" hereto;

       1.1.62   "GVL" means Le Groupe Videotron ltee;

       1.1.63   "HYD OFFERING" means the Offering by the Borrower of
       approximately US$335,000,000 in senior unsecured notes due January 15,
       2014 which shall have occurred on the Sixth Amendment Closing Date, the
       terms and conditions of which Offering will be satisfactory to the
       Lenders;

       1.1.64   "INITIAL VL GROUP GUARANTORS" has the meaning ascribed to it in
       the definition of "Guarantors";

       1.1.65   "INDEBTEDNESS" of any Person means (without duplication) all
       obligations of such Person which in accordance with GAAP should be
       classified upon a balance sheet of such Person as liabilities of such
       Person, and in any event includes all Debt of such Person;

       1.1.66   "INTER-CREDITOR AGREEMENT" means that certain Inter-Creditor
       Agreement dated as of June 29, 2001 executed by the Agent on behalf of
       the Lenders, The Chase Manhattan Bank, as trustee, CF Cable TV Inc. and
       others in relation to the rights of various creditors of CF Cable
       TV Inc. and its Subsidiaries, as same may be amended or replaced from
       time to time;

       1.1.67   "INTEREST COVERAGE RATIO" means, for any period, the ratio of
       EBITDA to Interest Expense in respect of the VL Group for such period;

       1.1.68   "INTEREST EXPENSE" for any period means all interest and all
       amortization of debt discount and expense (excluding fees and expenses
       relating to the Transaction and the financing thereofor to the
       HYD Offering, any Additional Offering or to any other future financing)
       on any particular Indebtedness for which such calculations are being made
       in respect of the VL Group, excluding interest on the Back-to-Back Debt
       to the extent offset by an equal amount of dividends on the Back-to-Back
       Preferred Shares, as well as any interest not paid in cash or other
       assets of the Borrower on the QMI Subordinated Debt, calculated on a
       Consolidated basis, including the interest component of Capital Leases,
       and discounts and fees payable in respect of bankers' acceptances or
       accounts receivable sold in connection with any asset securitization
       program approved by the Lenders;

       1.1.69   "INVESTMENTS" means all investments, in cash or by delivery of
       property, made directly or indirectly in any Person, whether by
       acquisition of shares of capital stock, Indebtedness or other obligations
       or securities or by loan, advance, capital contribution or otherwise;
       PROVIDED, HOWEVER, that "Investments" shall not mean or include
       investments in cash or Cash Equivalents or routine investments in
       inventory, equipment and supplies to be used or consumed, or trade credit
       granted, in the ordinary course of business;

       1.1.70   "ISDA MASTER AGREEMENT" means the 1992 ISDA Master Agreement
       (Multi-Currency -- Cross Border) as published by the International Swaps
       and Derivatives Association, Inc. and, where the context permits or
       requires, includes all schedules, supplements, annexes and confirmations
       attached

                                       9
<Page>
       thereto or incorporated therein, as such agreement may be amended,
       supplemented or replaced from time to time;

       1.1.71   "LAWS" or "LAW" means all applicable provisions of all laws,
       ordinances, decrees, orders, rules, regulations and directives of
       governmental bodies, and all applicable provisions of treaties, as well
       as all rulings, orders and other decrees of tribunals and arbitrators;

       1.1.72   "LENDER" or "LENDERS" means the Revolving Facility Lenders
       listed in Schedule "A", together with any Assignee(s), or, as the context
       permits, any of them alone. When used in connection with "Derivative
       Instruments", the term "Lender" shall include any Affiliate of a Lender.
       When used in connection with the Security, the term "Lender" shall
       include any counterparty to a Derivative Instrument, provided that the
       counterparty was a Lender or an Affiliate of a Lender at the time any
       such Derivative Instrument was entered into;

       1.1.73   "LEVERAGE RATIO" means, as of any date of determination, the
       ratio of Debt (excluding the QMI Subordinated Debt) as of such date to
       EBITDA for the preceding four quarters ending on such date;

       1.1.74   "LIBOR" means, with respect to any Designated Period of 1, 2, 3
       or 6 months relating to a Libor Advance, the average rate for deposits in
       Cdn. $ for Foreign Lenders under the Revolving Facility (except in the
       circumstances described in Section 4.11, in which case the applicable
       rate will be for US$ deposits) for a period comparable to the Designated
       Period which, if in US $, is quoted on Libor01 Page of Reuters, and if in
       Cdn. $, is quoted on Libor02 Page of Reuters or, in case of the
       unavailability of either such page, which is quoted on the British
       Bankers Association Libor Rates Telerate (page 3750 for US $ or 3740 for
       Cdn. $, or other applicable page), in either case at or about 11:00 a.m.
       (London, England time), determined two Banking Days prior to the date on
       which a Libor Advance is to be made in accordance with Section 5.6; if
       neither of such quotes is available, then LIBOR shall be determined by
       the Agent as the average of the rate at which deposits in US$ or Cdn. $,
       as the case may be, for a period similar to the Designated Period and in
       amounts comparable to the amount of such Libor Advance are offered by the
       Libor Reference Lenders to prime banks in the London inter-bank market at
       or about 11:00 a.m. London, England time on the date of such
       determination;

       1.1.75   "LIBOR ADVANCE" means, at any time, any Cdn. $ Advances made by
       Foreign Lenders, or, in the circumstances described in Section 4.11, US$
       Advances made by Foreign Lenders;

       1.1.76   "LIBOR BASIS" means the basis of calculation of interest on
       Libor Advances, or any part thereof, made in accordance with the
       provisions of Sections 5.3 and 5.4;

       1.1.77   "LIBOR REFERENCE LENDERS" means any two Lender(s) appointed by
       the Agent with the consent of such Lenders and the Borrower, acting
       reasonably;

       1.1.78   "LICENCES" means all licences, permits and authorizations issued
       to the VL Group by the CRTC pursuant to the BROADCASTING ACT (Canada) and
       the orders, rules, regulations and directions promulgated pursuant to
       such Act;

       1.1.79   "LOAN" means, at any time, the aggregate of the Advances
       outstanding in accordance with the provisions hereof, including the face
       amount of any Bankers' Acceptances issued in accordance with the
       provisions hereof, together with all unpaid interest thereon and any
       other amount in principal, interest and accessory costs payable to the
       Agent or the Lenders by the Borrower pursuant hereto, including, for
       greater certainty, amounts contemplated by Section 5.7;

       1.1.80   "MAJORITY LENDERS" means Lenders having at least 51% of the
       Commitments;

       1.1.81   "MANDATORY REPAYMENT" means the repayment of all or any part of
       the Loan which the Borrower is obliged to effect in accordance with
       Section 8.2;

                                       10
<Page>
       1.1.82   "MARGIN" means, for Prime Rate Advances, Stamping Fees and
       Facility Fees, as well as Libor Advances by Foreign Lenders, under the
       Revolving Facility, the following annual percentages depending on the VL
       Group's then-applicable Leverage Ratio, determined at the times and in
       the manner set out below the table:

<Table>
<Caption>
        ----------------------------------------------------------------------
                                                             STAMPING FEES OR
        LEVERAGE RATIO   FACILITY FEES    PRIME RATE PLUS     CDN$ LIBOR PLUS
        <S>              <C>              <C>                <C>
        ----------------------------------------------------------------------
               X             0.50%             0.50%               1.50%
        greater than or equal to4
        ----------------------------------------------------------------------
        4> X greater than or equal to3.50      0.375%      0.375%      1.375%
        ----------------------------------------------------------------------
        3.5> X greater than or equal to3.00      0.375%      0.125%      1.125%
        ----------------------------------------------------------------------
        3.0> X greater than or equal to2.00      0.375%      0.00%      0.875%
        ----------------------------------------------------------------------
            X < 2.0          0.375%            0.00%              0.625%
        ----------------------------------------------------------------------
</Table>

       Each change resulting from a change in the Leverage Ratio shall be
       effective with respect to all outstanding Loans retroactively from the
       first day of each fiscal quarter of the Borrower, and shall be based on
       the VL Group's financial statements and Compliance Certificates required
       by subsections 12.15.1 and 12.15.2, as applicable, and the Leverage Ratio
       derived from such financial statements. Thus, the financial statements
       and Compliance Certificates which shall be delivered 60 days after
       quarter-end and 75 days after year-end (based on unaudited results and
       subject to readjustment upon delivery of a second Compliance Certificate
       in accordance with the provisions of subsection 12.15.2 (b)) will be used
       to calculate the Leverage Ratio applicable from the first day of the
       quarter in which such financial statements and Compliance Certificates
       were to be delivered. For example, the financial statements and
       Compliance Certificates to be delivered in respect of the quarter ending
       May 31 of any year of the Term shall be delivered by July 30 of that
       year, and shall be used to calculate the Leverage Ratio for the period
       from June 1 of that year to August 31 of that year. If, as a result of an
       increase in the Leverage Ratio, the Margin has increased, the Agent will
       advise the Borrower and the Lenders and the Borrower will pay all
       additional amounts that may be due to the Lenders within 2 Business Days
       of being advised of the amount due. If, as a result of a reduction in the
       Leverage Ratio, the Margin has been reduced, the Agent shall advise the
       Borrower and the Lenders and the amounts owed to the Borrower (a) will be
       deducted from the Stamping Fees otherwise payable in the case of a BA
       Advance, on the next Rollover Date of the relevant BA Advance or (b) in
       the case of Prime Rate Advances, will be deducted from the interest
       otherwise payable by the Borrower on the next interest payment date
       contemplated by Section 5.2, and (c) if no interest or Stamping Fees are
       payable during that period, the Lenders shall remit the necessary amounts
       to the Agent for payment to the Borrower;

       1.1.83   "MATERIAL ADVERSE CHANGE" means a material adverse change in
       (i) the business, assets, liabilities, financial position, operating
       results or business prospects of the VL Group, taken as a whole, or
       (ii) in the ability of the Borrower and the Guarantors to perform any of
       their obligations hereunder or under the Security Documents, or
       (iii) the validity or enforceability of this Agreement or the Security
       Documents or of the rights and remedies of the Agent or the Lenders
       hereunder or under the Security Documents;

       1.1.84   "NEGATIVE VALUE OF DERIVATIVE INSTRUMENTS" means the aggregate
       amount that would be payable to all Persons by the Borrower on the date
       of determination pursuant to Section 6(e)(ii)(2)(A) of each ISDA Master
       Agreement between the Borrower and such Persons as if all Derivative
       Instruments under such ISDA Master Agreements were being terminated on
       that day; provided that, with respect to the Derivative Instruments
       between each Lender and the Borrower, each Lender will determine Market
       Quotation (as such term is defined in the ISDA Master Agreement) using
       its estimates at mid-market of the amounts that would be paid for
       Replacement Transactions (as such term is defined in the ISDA Master
       Agreement);

                                       11
<Page>
       1.1.85   "NET PROCEEDS" means, for the purposes of Section 8.2, 13.3,
       13.4 and 13.11:

              1.1.85.1 the gross amount of proceeds payable to any member of the
              VL Group in cash or Cash Equivalents arising from the sale, lease,
              transfer, assignment or other disposition or alienation of any of
              the property (including shares, capital stock and ownership
              interests) of any member of the VL Group (an "ASSET DISPOSITION"),
              less amounts payable to discharge or radiate Permitted Charges on
              the assets being disposed of, and less the amount of taxes arising
              from each such Asset Disposition and which cannot be offset
              against losses, depreciation or otherwise such that same must
              actually be paid in cash; and

              1.1.85.2 the gross amount of proceeds payable to any member of the
              VL Group in cash or Cash Equivalents from any public or private
              offering of equity securities or Debt permitted hereunder of any
              member of the VL Group (herein called an "OFFERING");

       in each case, minus reasonable out-of-pocket costs, fees and expenses
       incurred in connection with such Asset Disposition or Offering, including
       commissions but excluding any amounts paid to Affiliates;

       1.1.86   "NOTICE OF BORROWING" means a notice substantially in the form
       of Schedule "B" transmitted to the Agent by the Borrower in accordance
       with the provisions of Sections 4.1 or 4.2, or of subsection 6.1.1;

       1.1.87   "OFFERING" has the meaning ascribed to it in the definition of
       "Net Proceeds";

       1.1.88   "PERMITTED CHARGES" means the Charges created by the Security
       Documents and, with respect to any Person:

              1.1.88.1 any Charge created by law that is assumed in the ordinary
              course of business and in order to exercise same, which, in the
              case of construction Charges in favour of contractors,
              sub-contractors, workmen, suppliers of materials, engineers and
              architects, has not at such date been registered in accordance
              with applicable Laws against such Person, which relates to
              obligations which are not yet due or delinquent, which is not
              related to any loan of money or obtention of credit and which, in
              the aggregate, do not affect in a material way the use, the income
              or the benefits flowing from the property so charged in the
              conduct of the business of such Person; any Charge resulting from
              judgments or decisions which such Person has, at such date,
              appealed or in respect of which it has sought revision and
              obtained a suspension of execution pending the appeal or the
              revision; any Charge for taxes, assessments or governmental claims
              or other impositions not yet due or matured or in respect of which
              the validity at such date has been contested in good faith by such
              Person before a competent tribunal or other governmental body in
              accordance with the provisions of Section 12.7; or which relates
              to a deposit of monies or securities in the ordinary course of
              business with respect to any Charge referred to in this paragraph,
              or to secure workmen's compensation, surety or appeal bonds or
              security for costs of litigation; or any Charge in favour of a
              landlord on movable or personal property to secure the payment of
              rent and other amounts owing under leases for immovable or real
              property, provided the Charge is limited to property situated on
              the leased premises;

              1.1.88.2 any right of a municipality, governmental body or other
              public authority pursuant to any lease, license, franchise, grant
              or permit obtained by such Person, or any right resulting from a
              legislative provision, to terminate such lease, license,
              franchise, grant or permit, or requiring an annual or periodic
              payment as a condition of its extension;

              1.1.88.3 Charges in favour of a public body, or to a municipal or
              governmental authority or public utility, or which may be imposed
              by one or the other, when required by such body or authority with
              respect to the operations of such Person or in the ordinary course
              of its business;

              1.1.88.4 Charges granted in favour of municipal authorities or
              public utilities on immovables acquired from time to time by such
              Person which do not adversely affect the value or marketability of
              such Person 's immovable property in any material respect;

                                       12
<Page>
              1.1.88.5 title defects, homologated lines, zoning and building
              by-laws, ordinances, regulations and other governmental
              restrictions on the use of property, or servitudes, easements or
              other similar encumbrances, provided that none of the foregoing
              adversely affect the value or marketability of such Person's
              immovable property in any material respect;

              1.1.88.6 Charges to secure the payment of the purchase price
              incurred in connection with the acquisition after the Closing Date
              of assets to be used in carrying on the Core Business, including
              Charges existing on such assets at the time of the acquisition
              thereof or at the time of the acquisition by a member of the VL
              Group of any business entity then owning such assets, whether or
              not such existing Charges were given to secure the payment of the
              purchase price of the assets to which they attach, provided that
              such Charges are limited to the assets purchased and that the
              amount guaranteed by such Charges does not exceed 100% of the
              acquisition price of the assets so acquired, and, in the
              aggregate, $10,000,000 outstanding at any time;

              1.1.88.7 Charges on the shares of the Borrower and the Initial VL
              Group Guarantors in favour of the lenders under the Quebecor Media
              Credit Facility, which shall be a second-ranking Charge until the
              Phase II Date, and which thereafter will rank ahead of the Charges
              on such shares in favour of the Lenders until all amounts owed
              under the Quebecor Media Credit Facility have been paid in full
              and the said credit facility cancelled;

              1.1.88.8 Charges disclosed in Schedule "H", including any
              extension, renewal or refinancing thereof provided the amount
              secured by such Charge does not exceed the amount so secured
              immediately prior to such extension, renewal or refinancing
              thereof, and provided that the property subject to such Charge is
              not extended;

       1.1.89   "PERSON" means a legal person, a natural person, a joint
       venture, a partnership, a trust, an entity without juridical personality,
       a government or any ministry, organization or intermediary of such
       government;

       1.1.90   "PHASE II DATE" means the date on which all of the conditions
       precedent to an Advance under the previously existing Term Facility A-2
       and Term Facility B were met and the initial Advance under the said Term
       Facility A-2 was made, such that the Quebecor Media Guarantee may be
       released by the Agent on behalf of the Lenders three months and one day
       later, in accordance with the provisions of Section 10.5 hereof;

       1.1.91   "PRIME RATE" means, on any day, the reference rate of interest,
       expressed as an annual rate, publicly announced or posted from time to
       time by Royal Bank of Canada as being its reference rate then in effect
       for determining interest rates on demand commercial loans granted in
       Canada in Canadian Dollars to its clients (whether or not any such loans
       are actually made); provided that in the event that the Prime Rate is, at
       any time, less than the average one month Bankers' Acceptance rate quoted
       on Reuters Service, page CDOR, as at approximately 10:00 a.m. on such day
       plus 1% (the "BA RATE"), "Prime Rate" shall be equal to the BA Rate;

       1.1.92   "PRIME RATE ADVANCE" means, at any time, the portion of the
       Advances in Canadian Dollars with respect to which the Borrower has
       chosen, or, in accordance with the provisions hereof, is obliged, to pay
       interest on the Prime Rate Basis;

       1.1.93   "PRIME RATE BASIS" means the basis of calculation of interest on
       the Prime Rate Advances, or any part thereof, made in accordance with the
       provisions of Sections 5.1 and 5.2;

       1.1.94   "QMI SUBORDINATED DEBT" has the meaning ascribed to it in
       Section 13.8;

       1.1.95   "QUEBECOR MEDIA GUARANTEE" has the meaning ascribed to it in
       subsection 9.1.1;

       1.1.96   "QUEBECOR MEDIA CREDIT FACILITY" means the credit facility in
       the amount of $2,090,000,000 established pursuant to the credit agreement
       entered into on October 23, 2000 by Quebecor Media Inc. as borrower,
       Quebecor Communications Inc., GVL, Quebecor New Media Inc., Canoe:
       Canadian Online Explorer Inc., Quebecor New Media Limited Partnership,
       9076-1883 Quebec Inc., 9076-1859 Quebec Inc. and 3588386 Canada Inc. as
       guarantors, the financial institutions named therein as lenders, RBC

                                       13
<Page>
       Dominion Securities Inc. as lead arranger and bookrunner, Bank of America
       Canada, BMO Nesbitt Burns Inc. and The Toronto-Dominion Bank as
       co-arrangers and Royal Bank of Canada as administrative agent, as
       amended, supplemented or restated from time to time, or as replaced from
       time to time by another credit facility in an amount not exceeding Cdn.
       $1,905,000,000 minus the proceeds of any high-yield debt securities
       issued by Quebecor Media Inc. on or before October 22, 2002;

       1.1.97   "REGULATORY APPROVAL" means the obtention of all material
       approvals of all governmental bodies having jurisdiction which are
       required to be obtained in connection with the Transaction including,
       without limitation, the approval of the CRTC and all other approvals set
       forth in the New Offers to Purchase for Cash referred to in the
       definition "Transaction";

       1.1.98   "REVOLVING FACILITY" or "FACILITY" means the Credit available
       pursuant to Section 2.1;

       1.1.99   "REVOLVING FACILITY LENDER" means a Lender having a Commitment
       under the Revolving Facility;

       1.1.100  "ROLLOVER DATE" means, with respect to a Libor Advance or a BA
       Advance, the date of any such Advance, or the first day of any Designated
       Period;

       1.1.101  "SECOND CURRENCY" has the meaning ascribed to it pursuant to
       Section 15.1;

       1.1.102  "SECURITY DOCUMENTS" means all of the security documents
       described in Article 9, and "SECURITY" means the security created
       thereby;

       1.1.103  "SELECTED AMOUNT" means

              1.1.103.1 with respect to a BA Advance, the amount of the Advances
              in Canadian Dollars which the Borrower has asked to obtain by the
              issuance of Bankers' Acceptances in accordance with Section 6.1,
              and

              1.1.103.2 with respect to a Libor Advance, the amount in respect
              of which the Borrower is deemed to have asked, in accordance with
              Section 4.2, that the interest payable thereon be calculated on
              the Libor Basis;

       1.1.104  "SENIOR SECURED DEBT COVERAGE RATIO" means, for any period, the
       ratio of (a) the Consolidated Debt of the VL Group owing under (i) this
       Credit Agreement, plus (ii) the CF Cable Notes, plus (iii) the Negative
       Value of Derivative Instruments entered into with a Lender, plus
       (iv) any other Debt supported by a Charge to secure its repayment, to
       (b) EBITDA;

       1.1.105  "SEVENTH AMENDMENT CLOSING DATE" means November 19, 2004;

       1.1.106  "SHARE PLEDGE" has the meaning ascribed to it in
       subsection 9.2.3;

       1.1.107  "SIXTH AMENDMENT CLOSING DATE" means October 8, 2003;

       1.1.108  "STAMPING FEES" means, with respect to BA Advances, the fee
       calculated by (a) multiplying the percentage referred to in the
       definition of "Margin" by the face amount of the Bankers' Acceptances
       being issued and stamped in connection with the BA Advance being made,
       (b) dividing the product so obtained by 365 or, in a leap year, 366, and
       (c) multiplying the result so obtained by the number of days in the
       relevant Designated Period;

       1.1.109  "SUBORDINATED DEBT" means, in respect of any Person, unsecured
       Debt of such Person that has no required redemption provisions and
       matures at least 6 months after the expiry of the Term hereof and that
       has been subordinated in right of payment to the obligations of the VL
       Group hereunder and under the Security Documents in form and substance
       acceptable to the Lenders and their counsel;

       1.1.110  "SUBSIDIARY" means any Person in respect of which the majority
       of the issued and outstanding capital stock (including securities
       convertible into voting shares and options to purchase voting shares)
       granting a right to vote in all circumstances is at the relevant time
       owned by a member of the VL Group or one or more of its Subsidiaries or
       by a member of the VL Group and one or more of its Subsidiaries, and
       includes a limited partnership that would be an Affiliate;

                                       14
<Page>
       1.1.111  "SYNTHETIC LEASE" means any synthetic lease or similar
       off-balance sheet financing product where such transaction is considered
       borrowed money for tax purposes but is classified as an operating lease
       in accordance with GAAP;

       1.1.112  "TAX BENEFIT TRANSACTION" means, for so long as the Borrower is
       a direct or indirect Subsidiary of Quebecor Inc. ("QUEBECOR"), any
       transaction between a member of the VL Group and Quebecor or any of its
       Affiliates, the primary purpose of which is to create tax benefits for
       any member of the VL Group or for Quebecor or any of its Affiliates;
       PROVIDED, HOWEVER, that (1) the member of the VL Group involved in the
       transaction obtains a favorable tax ruling from a competent tax authority
       or a favorable tax opinion from a nationally recognized Canadian law or
       accounting firm having a tax practice of national standing as to the tax
       efficiency of the transaction for such member of the VL Group; (2) the
       Borrower delivers to the Agent (a) a resolution of the board of directors
       of the Borrower to the effect the transaction will not prejudice the
       Lenders and certifying that such transaction has been approved by a
       majority of the disinterested members of such board of directors and
       (b) an opinion as to the fairness to such member of the VL Group of such
       transaction from a financial point of view issued by an accounting,
       appraisal or investment banking firm of national standing in the
       United States or Canada, except in respect of any Tax Benefit Transaction
       in an amount of less than $1,000,000 each, provided that the aggregate of
       all Tax Benefit Transactions for amounts of less than $1,000,000 does not
       exceed $10,000,000 in the aggregate in any 12 month period; (3) such
       transaction is set forth in writing; (4) such transaction either
       (a) causes all of the Security creating a Charge on any transferred
       assets to remain in full force and effect, or (b) provides for the
       replacement of such assets by different assets of a value, nature and
       kind acceptable to each of the Lenders, and which shall in any event be
       subject to the Security (and the assets so transferred that were
       previously Charged shall be released); and (5) the Consolidated EBITDA of
       the VL Group is not reduced after giving PRO FORMA effect to the
       transaction as if the same had occurred at the beginning of the most
       recently ended four fiscal quarter period of the VL Group for which
       internal financial statements are available; PROVIDED, HOWEVER, that if
       such transaction shall thereafter cease to satisfy the preceding
       requirements as a Tax Benefit Transaction, it shall thereafter cease to
       be a Tax Benefit Transaction for purposes of this Agreement and shall be
       deemed to have been effected as of such date and, if the transaction is
       not otherwise permitted by this Agreement as of such date, the Borrower
       will be in Default hereunder if such transaction does not comply with the
       preceding requirements or is not otherwise unwound within 30 days of that
       date;

       1.1.113  "TERM" means the period commencing on the Closing Date and
       terminating, with respect to the Revolving Facility, on November 18,
       2009;

       1.1.114  "TERM FACILITY A-1" means the portion of the Credit previously
       available under this Credit Agreement, which was repaid in full out of
       the HYD Offering and out of Advances made under Term Facility C;

       1.1.115  "TERM FACILITY B" means the portion of the Credit previously
       available under this Credit Agreement which was repaid in full by the
       Borrower concurrently with any Advances hereunder on and after the Sixth
       Amendment Closing Date;

       1.1.116  "TERM FACILITY C" means the portion of the Credit previously
       available under this Credit Agreement which will have been repaid in full
       by the Borrower concurrently with the initial Advance hereunder on or
       after the Seventh Amending Closing Date;

       1.1.117  "TRANSACTION" means the acquisition by Quebecor Media Inc. of
       all of the issued and outstanding multiple voting shares and subordinate
       voting shares (including subordinate voting shares issuable upon the
       exercise of options) of GVL as well as the investments in Quebecor
       Media Inc. to be made by Capital Communications CDPQ Inc. and
       Quebecor Inc. and the transfer of assets to Quebecor Media Inc. to be
       made by Quebecor Inc. as described in the document entitled "New Offers
       to Purchase for Cash" dated September 27, 2000 made by Quebecor
       Media Inc. with respect to the shares of GVL;

       1.1.118  "TRANSFER AGREEMENT" means a form of transfer agreement
       substantially in the form annexed hereto as Schedule "C";

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       1.1.119  "US DOLLARS" or "US $" means the lawful currency of the
       United States of America in same day immediately available funds or, if
       such funds are not available, the currency of the United States of
       America which is ordinarily used in the settlement of international
       banking operations on the day on which any payment or any calculation
       must be made pursuant to this Agreement;

       1.1.120  "VL GROUP" means the Borrower, the Guarantors (other than
       Quebecor Media Inc. and GVL) and their respective Subsidiaries, and a
       reference to a "member of the VL Group" means any of them; provided,
       however, that for the purposes of all Back-to-Back Transactions alone,
       until the CF Cable Notes have been repaid in full, CF Cable TV Inc. and
       its Subsidiaries shall not be considered to be part of the VL Group in
       the context of any Back-to-Back Transaction with another member of the VL
       Group. However, CF Cable TV Inc. and its Subsidiaries shall be considered
       members of the VL Group in the context of a Back-to-Back Transaction with
       an Affiliate of the Borrower that is not a member of the VL Group. A list
       of the members of the VL Group as of the Seventh Amendment Closing Date
       is provided in Schedule "M" hereto.

    1.2     INTERPRETATION

    Unless stipulated to the contrary, the words used herein which indicate the
    singular include the plural and vice versa and the words indicating
    masculine include the feminine and vice versa. In addition, the word
    "INCLUDES" (or "INCLUDING") shall be interpreted to mean "includes (or
    including) without limitation". Finally, any reference to a time shall mean
    local time in the City of Montreal, Province of Quebec.

    1.3     CURRENCY

    Unless the contrary is indicated, all amounts referred to herein are
    expressed in Canadian Dollars.

    1.4     GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

    Unless the Lenders shall otherwise expressly agree or unless otherwise
    expressly provided herein (for example, in connection with the definition of
    "Consolidated"), all of the terms of this Agreement which are defined under
    the rules constituting Generally Accepted Accounting Principles shall be
    interpreted, and all financial statements and reports to be prepared
    hereunder shall be prepared, in accordance with Generally Accepted
    Accounting Principles in effect from time to time, and with respect to the
    financial ratios, those in effect as of October 8, 2003.

    1.5     DIVISION AND TITLES

    The division of this Agreement into Articles, Sections and subsections and
    the insertion of titles are for convenience of reference only and shall not
    affect the meaning or interpretation of this Agreement.

2.  THE CREDIT

    2.1     CREDIT FACILITY

    Subject to the provisions hereof, and in particular, to the provisions of
    Article 3, each Lender agrees to make available to the Borrower,
    individually and not jointly and severally or solidarily, its Commitment in
    the Credit, which Credit consists of the Revolving Facility in a maximum
    amount equal to $450,000,000 minus the maximum amount that can be borrowed
    under the Cash Management Facilities, which form part of the Revolving
    Facility.

    2.2     THE REVOLVING FACILITY

    All Advances under the Revolving Facility shall be in Canadian Dollars alone
    and may be repaid and re-borrowed by the Borrower at all times during the
    Term.

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3.  PURPOSE

    3.1     PURPOSE OF THE ADVANCES

    All Advances made by the Lenders to the Borrower under the Revolving
    Facility in accordance with the provisions hereof from and after the Seventh
    Amendment Closing Date shall be used by the Borrower for general corporate
    purposes, including, without limitation, to repay the CF Cable Notes and to
    pay dividends to QMI from time to time, subject to and in accordance with
    the terms and conditions of this Agreement.

4.  ADVANCES, CONVERSIONS AND OPERATION OF ACCOUNTS

    4.1     NOTICE OF BORROWING_--_DIRECT ADVANCES

    Subject to the applicable provisions of this Agreement, on any Business Day
    during the Disbursement Period, the Borrower shall be entitled to request
    Advances under the Revolving Facility, on one or more occasions, up to the
    maximum amount of the Credit, by way of Prime Rate Advances in minimum
    amounts of $1,000,000 and whole multiples thereof, provided that at least
    one (1) Business Day prior to the day on which any Prime Rate Advance is
    required (other than an Advance under the Cash Management Facilities, which
    shall be made in accordance with the provisions of the agreements pertaining
    thereto referred to in Section 4.3), the Borrower shall have provided to the
    Agent an irrevocable telephone notice at or before 10:00 A.M. on any
    Business Day, followed by the immediate delivery of a written Notice of
    Borrowing. Notices of Borrowing in respect of BA Advances shall be given in
    accordance with the provisions of Section 6.1.

    In the event that some of the Revolving Facility Lenders are Foreign Lenders
    who cannot make Prime Rate Advances or BA Advances, prior to giving a Notice
    of Borrowing to the Agent as provided above or in Section 6.1, the Borrower
    shall give notice to the Agent that it wishes the Foreign Lenders to make a
    Libor Advance, the whole in accordance with Section 4.2. In such event, the
    Advance to be made by all Lenders shall be made on the last day of the
    longest applicable notice period.

    4.2     LIBOR ADVANCES AND CONVERSIONS

    Subject to the applicable provisions of this Agreement, on any Business Day
    during the Disbursement Period, upon an irrevocable telephone notice to the
    Agent given prior to 10:00 A.M., at least three Banking Days prior to the
    date of a proposed Libor Advance or a Rollover Date, followed by the
    immediate delivery of a written Notice of Borrowing, the Borrower may
    request that a Libor Advance be made by a Foreign Lender or that a Libor
    Advance by a Foreign Lender or any part thereof be converted into a new
    Libor Advance, in circumstances where the Foreign Lender cannot provide
    Bankers' Acceptances. The Agent shall determine the LIBOR which will be in
    effect on the date of the Advance or the Rollover Date, as the case may be
    (which in such case must be a Banking Day), with respect to the Selected
    Amount or to each of the Selected Amounts, as the case may be, having a
    maturity of 10 to 180 days (subject to availability) from the date of the
    Advance or the Rollover Date, as the case may be. However, if the Borrower
    has not delivered a notice to the Agent in a timely manner in accordance
    with the provisions of this Section 4.2, the Borrower shall be deemed to
    have chosen to have the interest on the amount of such Advance calculated on
    the Prime Rate Basis.

    4.3     CASH MANAGEMENT FACILITIES

    Subject to the terms and conditions of this Agreement, the Lender that
    provides the Cash Management Facilities (the "CASH MANAGEMENT LENDER") shall
    make Advances to the Borrower in accordance with the terms and conditions of
    the agreements governing the Cash Management Facilities, the purpose of
    which shall be to provide the Borrower with a deemed Prime Rate Advance in
    connection with any negative balance in a consolidation account, and shall
    issue letters of credit subject to the Borrower executing the Cash
    Management Lender's standard documentation with respect thereto. The fee for
    each such letter of credit shall be equal to the then applicable Stamping
    Fee. The Borrower and each of the Lenders agrees that any amounts due to the
    Cash Management Lender under the Cash Management Facilities shall be deemed
    to form part of the Loan under the Revolving Facility and shall be secured
    by the Security. For greater certainty, only the net Loan under the Cash
    Management Facilities (including outstanding letters of credit) will be
    treated as Advances hereunder at the end of any particular day. The Cash
    Management Lender shall advise the Agent of any outstanding Advances upon
    the request of the Agent.

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    4.4     OPERATION OF ACCOUNTS

    The Agent shall maintain in its books at the Agency Branch a record of the
    Loan, including the Bankers' Acceptances issued by the Borrower, attesting
    as to the total of the Borrower's indebtedness to the Lenders in accordance
    with the provisions hereof and with the provisions of the Security
    Documents. These accounts or registers shall constitute, in the absence of
    manifest error, PRIMA FACIE proof of the total amount of the indebtedness of
    the Borrower to the Lenders in accordance with the provisions hereof and of
    the Security Documents, of the date of any Advance made to the Borrower and
    of the total of all amounts paid by the Borrower from time to time with
    respect to principal and interest owing on the Loan and the fees and other
    sums exigible in accordance with the provisions hereof or of the Security
    Documents.

    4.5     APPORTIONMENT OF ADVANCES

    The amount of each Advance will be apportioned among the Lenders by the
    Agent by reference to the Commitment of each Lender, as such Commitment
    shall be immediately prior to the making of any Advance, subject to the
    provisions of Section 6.9 hereof with respect to BA Advances. If any amount
    is not in fact made available to the Agent by a Lender, the Agent shall be
    entitled to recover such amount (together with interest thereon at the rate
    determined by the Agent as being its cost of funds in the circumstances) on
    demand from such Lender or, if such Lender fails to reimburse the Agent for
    such amount on demand, from the Borrower.

    4.6     LIMITATIONS ON ADVANCES

    The undrawn Credit available under the Revolving Facility shall cease to be
    available at the expiry of the Disbursement Period.

    4.7     NOTICES IRREVOCABLE

    Any notice given to the Agent in accordance with Articles 4 or 6 may not be
    revoked or withdrawn.

    4.8     MARKET FOR BANKERS' ACCEPTANCES AND LIBOR ADVANCES

    If at any time or from time to time: (a) there no longer exists a market for
    Bankers' Acceptances or, (b) as a result of market conditions, (i) there
    exists no appropriate or reasonable method to establish LIBOR, for a
    Selected Amount or a Designated Period, or (ii) Canadian Dollar deposits are
    not available to the Foreign Lenders in such market in the ordinary course
    of business in amounts sufficient to permit them to make the Libor Advance,
    for a Selected Amount or a Designated Period, such Lenders shall so advise
    the Agent and, subject to the provisions of Section 4.11 hereof with regard
    to the Foreign Lenders, any such Lenders shall not be obliged to accept
    drafts of the Borrower presented to such Lenders pursuant to the provisions
    of this Agreement nor to honour any notices of borrowing in connection with
    any Libor Advances, and the Borrower's option to request BA Advances or
    Libor Advances, as the case may be, shall thereupon be suspended upon notice
    by the Agent to the Borrower.

    4.9     SUSPENSION OF BA ADVANCE AND LIBOR ADVANCE OPTION

    If a notice has been given by the Agent in accordance with Section 4.8
    and except as provided in the next sentence of this Section, the BA Advance
    or the Libor Advance, or any part thereof, as the case may be, shall not be
    made (whether as an Advance, a conversion or an extension) by the Lenders
    and the right of the Borrower to choose that Advances be made or, once made,
    be converted or extended into the BA Advance or the Libor Advance, as the
    case may be, shall be suspended until such time as the Agent has determined
    that the circumstances having given rise to such suspension no longer exist,
    in respect of which determination the Agent shall advise the Borrower within
    a reasonable delay. If sufficient Canadian Dollar funds are not available to
    the Foreign Lenders, the Foreign Lenders shall be relieved from their
    obligation to make an Advance until such time as such funds become available
    in sufficient amounts, but they shall comply with the provisions of
    Section 4.11 hereof.

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    4.10    LIMITS ON BA ADVANCES AND LIBOR ADVANCES

    Nothing in this Agreement shall be interpreted as authorizing the Borrower
    to issue Bankers' Acceptances or borrow by way of Libor Advances for a
    Designated Period expiring on a date which results in a situation where the
    Credit cannot be reduced as required by this Agreement, or on a date which
    is after the expiry of the Term.

    4.11    SPECIFIC CLAUSE WITH REGARD TO FOREIGN LENDERS

    In the event of a suspension of the Borrower's right to request Advances
    (including conversions and extensions) from one or more Foreign Lenders
    under Sections 4.8 and 4.9 hereof (each an "AFFECTED LENDER"), each Affected
    Lender shall, concurrently with the notice described in Section 4.8, seek
    alternative sources of funding Cdn. $ Advances and, if sufficient funds are
    obtained, shall notify the Borrower as to when such funds will be available
    for Advances. On the date indicated in such notice, the Affected Lender
    shall be deemed to have made an Advance with interest payable on the Prime
    Rate Basis.

    If within 5 Business Days following the notice described in Section 4.8,
    there remain one or more Affected Lenders who have not been deemed to have
    made an Advance on the Prime Rate Basis under the preceding paragraph, such
    Lender (an "INCAPABLE LENDER") shall provide an additional notice to the
    Agent and the Borrower of such fact and the following provisions shall
    apply:

       4.11.1   The Incapable Lender shall make US$ Advances on the Libor Basis,
       and the parties will negotiate such amendments hereto as may be required
       to give full effect to such intention, it being understood that the
       Borrower alone will bear all foreign exchange risks; and

       4.11.2   Sections 4.8 and 4.9 hereof shall apply without reference to
       this Section 4.11 and, upon the expiration of the Designated Period of
       any existing Libor Advance, the provisions of Section 5.8 hereof shall
       apply to such Libor Advances.

5.  INTEREST AND FEES

    5.1     INTEREST ON THE PRIME RATE BASIS

    The principal amount of the Loan which at any time and from time to time
    remains outstanding and in respect of which the Borrower has chosen (subject
    to the provisions of Section 4.1 with regard to Cdn. $ Libor Advances by
    Foreign Lenders) or, in accordance with the provisions hereof, is obliged to
    pay interest on the Prime Rate Basis, shall bear interest, calculated daily,
    on the daily balance of such Loan, from the date of each Advance up to and
    including the day preceding the date of repayment thereof in full at the
    annual rate (calculated based on a 365 or 366 day year, as the case may be)
    applicable to each of such days which corresponds to the Prime Rate at the
    close of business on each of such days, plus the Margin.

    5.2     PAYMENT OF INTEREST ON THE PRIME RATE BASIS

    The interest payable in accordance with Section 5.1 and calculated in the
    manner described therein shall be payable to the Agent monthly, in arrears,
    on the last day of each month or on such other date (limited to once per
    month) as the Agent may determine and advise the Borrower from time to time,
    the first payment of which shall be exigible on the last day of the month in
    which the first Prime Rate Advance was made.

    5.3     INTEREST ON THE LIBOR BASIS

    The principal amount of the Libor Advances which at any time and from time
    to time remains outstanding shall bear interest, calculated daily, on the
    daily balance of such Libor Advances, from each Rollover Date, at the annual
    rate (calculated based on a 360-day year) applicable to each of such days
    which corresponds to the LIBOR applicable to each Selected Amount, plus the
    Margin, and shall be effective as and from each Rollover Date up to and
    including the date prior to the next Rollover Date.

                                       19
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    5.4     PAYMENT OF INTEREST ON THE LIBOR BASIS

    The interest payable in accordance with the provisions of Section 5.3
    and calculated in the manner hereinabove set out on the amount outstanding
    from time to time is payable to the Agent, in arrears,

       5.4.1    on the last day of the Designated Period when the Designated
       Period is 1 to 3 months,

       5.4.2    when the Designated Period exceeds 3 months, on the last
       Business Day of each period of 3 months during such Designated Period and
       on the last day of the Designated Period.

    5.5     LIMITS TO THE DETERMINATION OF LIBOR

    Nothing herein contained shall be interpreted as authorizing the Borrower,
    with respect to the determination of LIBOR, to choose a Selected Amount with
    respect to each Designated Period of less than Cdn. $1,000,000 or a greater
    amount other than in whole multiples of Cdn. $1,000,000.

    5.6     FIXING OF LIBOR

    LIBOR shall be transmitted to the Borrower at approximately 11:00 A.M., two
    Banking Days prior to:

       5.6.1    the date on which the Libor Advance is to be made; or

       5.6.2    the relevant Rollover Date.

    5.7     HEDGING

    The Borrower shall enter into agreements with one or more Lenders providing
    for, at all times during the Term, foreign exchange protection to the
    Borrower with respect to 50% of the Debt under the HYD Offering (and any
    Additional Offering if in US$), by way of Derivative Instruments acceptable
    to the Agent, with an amortization schedule coincidental with the
    amortization of the Debt under the HYD Offering and covering the full term
    of the HYD Offering (and any Additional Offering if in US$).

    The Borrower agrees that any amounts due to the Agent or the Lenders under
    any Derivative Instruments of the nature described in this Section 5.7 shall
    be deemed to form part of the Loan and shall be secured by the Security.

    5.8     INTEREST ON THE LOAN

    Where no specific provision with respect to interest on an outstanding
    portion of the Loan is contained in this Agreement, including with respect
    to Cdn. $ Libor Advances by Foreign Lenders which cannot be rolled over due
    to the provisions of Sections 4.10 and 4.11, the interest on such portion of
    the Loan shall be calculated and payable on the Prime Rate Basis.

    5.9     ARREARS OF INTEREST

    Any arrears of interest or principal shall bear interest at a rate that is
    two percent (2%) per annum higher than the rate of interest payable in
    respect of the relevant principal amount of the Loan and shall be calculated
    and exigible on the same basis.

    5.10    MAXIMUM INTEREST RATE

    The amount of the interest or fees exigible in applying this agreement shall
    not exceed the maximum rate permitted by Law. Where the amount of such
    interest or such fees is greater than such maximum rate, the amount shall be
    reduced to the highest rate which may be recovered in accordance with the
    applicable provisions of Law.

                                       20
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    5.11    FEES

    The Borrower shall pay the following fees (the "FEES") to the Agent:

       5.11.1   for the Revolving Facility Lenders, a facility fee (the
       "FACILITY FEE") calculated daily by multiplying the amount of the Credit
       under the Revolving Facility (including the Credit under the Cash
       Management Facilities) each day by the applicable rate set out in the
       definition of "Margin", and dividing the result by 365 (or 366 in a leap
       year), and then multiplying that result by the number of days in the
       relevant quarter, payable quarterly in arrears two Business Days
       following the last day of each calendar quarter, commencing in respect of
       the quarter ending on December 31, 2003, or on such other date as the
       Lenders may determine, acting reasonably; and

       5.11.2   for the Agent, an annual agency fee in the amount and payable in
       accordance with the provisions of a letter agreement dated as of
       August 9, 2000, entered into between INTER ALIA, Quebecor Media Inc. and
       the Agent, and consented to by the Borrower.

    5.12    INTEREST ACT

       5.12.1   For the purposes of the INTEREST ACT (Canada), any amount of
       interest or fees calculated herein using 360, 365 or 366 days per year
       and expressed as an annual rate is equal to the said rate of interest or
       fees multiplied by the actual number of days comprised within the
       calendar year, divided by 360, 365 or 366, as the case may be.

       5.12.2   The parties agree that all interest in this Agreement will be
       calculated using the nominal rate method and not the effective rate
       method, and that the deemed re-investment principle shall not apply to
       such calculations. In addition, the parties acknowledge that there is a
       material distinction between the nominal and effective rates of interest
       and that they are capable of making the calculations necessary to compare
       such rates.

6.  BANKERS' ACCEPTANCES

    6.1     ADVANCES BY BANKERS' ACCEPTANCES AND CONVERSIONS INTO BANKERS'
    ACCEPTANCES

       6.1.1    Subject to the applicable provisions of this Agreement,
       including those of the second paragraph of Section 4.1 with regard to
       Notices of Borrowing for Libor Advances by Foreign Lenders, on any
       Business Day during the Disbursement Period, by written Notice of
       Borrowing to the Agent given at least two (2) Business Days prior to the
       date of the Advance or the Rollover Date (for the purposes of this
       Article 6 called the "ACCEPTANCE DATE") and before 10:00 A.M., the
       Borrower may request that a BA Advance be made, that one or more Advances
       (other than Cdn. $ Libor Advances by Foreign Lenders) not borrowed as
       BA Advances be converted into one or more BA Advances or that a
       BA Advance or any part thereof be extended, as the case may be (the "BA
       REQUEST"). Bankers' Acceptances shall be issued on each Acceptance Date
       or Rollover Date, in a minimum Selected Amount, with respect to each
       Designated Period, of $5,000,000 or such greater amount which is an
       integral multiple of $1,000,000, shall have a Designated Period of 10 to
       180 days (or such other period as may be available and acceptable to the
       Agent), subject to availability, and shall, in no event, mature on a date
       after the expiry of the applicable Term.

       6.1.2    Prior to making any BA Request, the Borrower shall deliver:

       (a) to the Lenders, in the name of each Lender which is a bank that
           accepts bankers' acceptances (a "BA LENDER"), drafts in form and
           substance acceptable to the Agent and the Lenders; and

       (b) to the Lenders in the name of each Lender which is not a bank or does
           not accept bankers' acceptances (a "NON-BA LENDER"), Discount Notes;

    completed and executed by its authorized signatories in sufficient quantity
    for the Advance requested and in appropriate denominations to facilitate the
    sale of the Bankers' Acceptances in the financial markets. No Lender shall
    be responsible or liable for its failure to accept a Bankers' Acceptance
    hereunder if such failure is due, in whole or in part, to the failure of the
    Borrower to give appropriate instructions to the Agent on a

                                       21
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    timely basis, nor shall the Agent or any Lender be liable for any damage,
    loss or other claim arising by reason of any loss or improper use of any
    such instrument except a loss or improper use arising by reason of the gross
    negligence or wilful misconduct of the Agent, such Lender, or their
    respective employees. In order to facilitate issuances of Bankers'
    Acceptances pursuant hereto, in accordance with the instructions given from
    time to time by the Borrower, the Borrower hereby authorizes each Lender,
    and for this purpose appoints each Lender its lawful attorney, to complete
    and sign Bankers' Acceptances on behalf of the Borrower, in handwritten or
    facsimile or mechanical signature or otherwise, and once so completed,
    signed and endorsed, and following acceptance of them as Bankers'
    Acceptances, to purchase, discount or negotiate such Bankers' Acceptances in
    accordance with the provisions of this Article 6, and to provide the
    Available Proceeds (as defined in subsection 6.2.4 (d)) to the Agent in
    accordance with the provisions hereof. Drafts so completed, signed, endorsed
    and negotiated on behalf of the Borrower by any Lender shall bind the
    Borrower as fully and effectively as if so performed by an authorized
    officer of the Borrower. Each Lender shall maintain a record with respect to
    such instruments (i) received by it hereunder, (ii) voided by it for any
    reason, (iii) accepted by it hereunder and (iv) cancelled at their
    respective maturities. Each Lender agrees to provide such records to the
    Borrower promptly upon request and, at the request of the Borrower, to
    cancel such instruments which have been so completed and executed and which
    are held by such Lender and have not yet been issued hereunder.

    6.2     ACCEPTANCE PROCEDURE

    With respect to any BA Advance:

       6.2.1    The Agent shall promptly notify in writing each Lender of the
       details of the proposed issue, specifying:

       6.2.2    (a) For each BA Lender, (i) the principal amount of the Bankers'
       Acceptances to be accepted by such Lender, and (ii) the Designated Period
       of such Bankers' Acceptances; and

               (b) For each Lender which is a Non-BA Lender, (i) the principal
       amount of the Discount Notes to be issued to such Lender, and (ii) the
       Designated Period of such Discount Notes.

       6.2.3    The Agent shall establish the Bankers' Acceptance Discount Rate
       at or about 10:00 a.m. on the Acceptance Date, and the Agent shall
       promptly determine the amount of the BA Proceeds.

       6.2.4    Forthwith, and in any event not later than 11:30 A.M. on the
       Acceptance Date, the Agent shall indicate to each Lender, in the manner
       set out in Section 18.5:

               (a) the Bankers' Acceptance Discount Rate;

               (b) the amount of the Stamping Fee applicable to those Bankers'
       Acceptances to be accepted by such Lender on the Acceptance Date,
       calculated by multiplying the appropriate percentage set out in the
       definition of "Stamping Fee" by the face amount of each Bankers'
       Acceptance (taking into account the number of days in the Designated
       Period), any such Lender being authorized by the Borrower to collect the
       Stamping Fee out of the BA Proceeds of those Bankers' Acceptances;

               (c) the BA Proceeds of the Bankers' Acceptances to be purchased
       by such Lender on such Acceptance Date; and

               (d) the amount obtained (the "AVAILABLE PROCEEDS") by subtracting
       the Stamping Fee mentioned in subsection 6.2.4(b) from the BA Proceeds
       mentioned in subsection 6.2.4(c).

       6.2.5    Not later than 1:00 P.M. on the Acceptance Date, each Lender
       shall make available to the Agent its Available Proceeds.

       6.2.6    Not later than 4:00 P.M. on the Acceptance Date, the Agent shall
       transfer the Available Proceeds to the Borrower in accordance with
       Section 8.9 and shall notify the Borrower on such day either by telex,
       fax or telephone (if by telephone, to be confirmed subsequently in
       writing) of the details of the issue.

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    6.3     PURCHASE OF BANKERS' ACCEPTANCES AND DISCOUNT NOTES

    Before giving value to the Borrower, the Lenders or the sub-participants
    (other than Foreign Lenders who cannot make BA Advances) which:

       6.3.1    are BA Lenders shall, on the Acceptance Date, accept the
       Bankers' Acceptances by inserting the appropriate principal amount,
       Acceptance Date and maturity date in accordance with the BA Request
       relating thereto and affixing their acceptance stamps thereto, and shall
       purchase or sell same; and

       6.3.2    are Non-BA Lenders shall, on the Acceptance Date, complete the
       Discount Notes by inserting the appropriate principal amount, Acceptance
       Date and maturity date in accordance with the BA Request relating
       thereto.

    6.4     MATURITY DATE OF BANKERS' ACCEPTANCES

    Subject to the applicable notice provisions, at or prior to the maturity
    date of each Bankers' Acceptance, the Borrower shall:

       6.4.1    give to the Agent a notice in the form of Schedule "B"
       requesting that the Lenders convert all or any part of the BA Advance
       then outstanding by way of Bankers' Acceptances which are maturing into a
       Prime Rate Advance; or

       6.4.2    give to the Agent a notice in the form of Schedule "B"
       requesting that the Lenders extend all or any part of the BA Advance
       outstanding by way of Bankers' Acceptances which are maturing into
       another BA Advance by issuing new Bankers' Acceptances, subject to
       compliance with the provisions of subsection 6.1.1 with respect to the
       minimum Selected Amount and Designated Period; or

       6.4.3    at latest at 10:00 A.M., two (2) Business Days prior to the
       Rollover Date of each Bankers' Acceptance then outstanding and reaching
       maturity, notify the Agent by way of a notice substantially in the form
       of Schedule "B-1" (but omitting paragraph 3 thereof) that it intends to
       deposit in its account for the account of the Lenders on the Rollover
       Date an amount equal to the principal amount of each such Bankers'
       Acceptance.

    6.5     DEEMED CONVERSIONS ON THE MATURITY DATE

    If the Borrower does not deliver to the Agent one or more of the notices
    contemplated by subsections 6.4.1 or 6.4.2 or does not give the notice and
    make the deposit contemplated by subsection 6.4.3, the Borrower shall be
    deemed to have requested that the part of the BA Advance then outstanding
    which is reaching maturity be converted into a Prime Rate Advance.

    6.6     CONVERSION AND EXTENSION MECHANISM

    If under the conditions

       6.6.1    of subsection 6.4.1 and of Section 6.5, the Borrower requests or
       is deemed to have requested, as the case may be, that the Agent convert
       the portion of the BA Advance which is maturing into a Prime Rate
       Advance, the Lenders shall pay the Bankers' Acceptances which are
       outstanding and maturing. Such payments by the Lenders will constitute an
       Advance within the meaning of this Agreement and the interest thereon
       shall be calculated and payable as the Borrower may request or may be
       deemed to have requested;

       6.6.2    of subsection 6.4.3, the Borrower makes a deposit in its
       account, without limiting in any way the generality of Section 17.5, the
       Borrower hereby expressly and irrevocably authorizes the Agent to make
       any debits necessary in its account in order to pay the Bankers'
       Acceptances which are outstanding and maturing.

    6.7     AMOUNTS GIVEN TO THE LENDERS DO NOT CONSTITUTE A PREPAYMENT

    All amounts debited by the Agent from the Borrower's account in accordance
    with the provisions of subsection 6.6.2 shall not constitute a prepayment in
    accordance with the provisions of Section 8.3.

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    6.8     PREPAYMENT OF BANKERS' ACCEPTANCES

    Notwithstanding any provision hereof, the Borrower may not prepay any
    Bankers' Acceptance other than on its maturity date; however, this provision
    shall not prevent the Borrower from acquiring, in its discretion but subject
    to the other provisions of this Agreement, any Bankers' Acceptance in
    circulation from time to time.

    6.9     APPORTIONMENT AMONGST THE LENDERS

    The Agent is authorized by the Borrower and each Lender to allocate amongst
    the Lenders (other than Foreign Lenders who cannot make BA Advances) the
    Bankers' Acceptances to be issued and purchased in such manner and amounts
    as the Agent may, in its sole discretion, but acting reasonably, consider
    necessary, so as to ensure that no Lender is required to accept and purchase
    a Bankers' Acceptance for a fraction of $100,000, and in such event, the
    Lenders' respective Commitments in any such Bankers' Acceptances and
    repayments thereof shall be altered accordingly. Further, the Agent is
    authorized by the Borrower and each Lender to cause the proportionate share
    of one or more Lender's Advances (calculated based on its Commitment) to be
    exceeded by no more than $100,000 each as a result of such allocations
    provided that the principal amount of outstanding Advances, including
    Bankers' Acceptances, shall not thereby exceed the maximum amount of the
    respective Commitment of each Lender. Any resulting amount by which the
    requested face amount of any such Bankers' Acceptance shall have been so
    reduced shall be advanced, converted or continued, as the case may be, as a
    Prime Rate Advance, to be made contemporaneously with the BA Advance.

    6.10    CASH DEPOSITS

    Each Lender may, in its discretion, at any time, in the absence of any
    demand by the Borrower to such effect, grant an Advance to the Borrower, the
    amount of which shall be equivalent to the face value of all Bankers'
    Acceptances then in circulation which have been accepted, which Advance
    shall not bear interest. The amount of the Advance shall not be taken into
    account in order to calculate the amount of the Credit used pursuant hereto.
    The Agent shall retain the amount of the Advance in a non-interest bearing
    cash collateral account as security, for the benefit of the Borrower, which
    amount may be entirely set-off against the amount of the Advance and the
    amount of the Bankers' Acceptances in circulation which such Lender has
    accepted and may be imputed, in the Lender's discretion, to the payment of
    the Bankers' Acceptances at their maturity. The Borrower shall sign and
    remit as security with regard thereto all appropriate documents which the
    Lenders might judge necessary or desirable, specifically including an
    assignment of the credit balance of the deposit account held as security.

    6.11    DAYS OF GRACE

    The Borrower shall not claim from the Lenders any days of grace for the
    payment at maturity of any Bankers' Acceptances presented and accepted by
    the Lenders pursuant to the provisions of this Agreement. Further, the
    Borrower waives any defence to payment which might otherwise exist if for
    any reason a Bankers' Acceptance shall be held by any Lender in its own
    right at the maturity thereof.

    6.12    OBLIGATIONS ABSOLUTE

    The obligations of the Borrower with respect to Bankers' Acceptances shall
    be unconditional and irrevocable and shall be paid strictly in accordance
    with the provisions of this Agreement under all circumstances, including the
    following circumstances:

       6.12.1   any lack of validity or enforceability of any draft accepted by
       any Lender as a Bankers' Acceptance; or

       6.12.2   the existence of any claim, set-off, defence or other right
       which the Borrower may have at any time against the holder of a Bankers'
       Acceptance, the Lenders, or any other person or entity, whether in
       connection with this Agreement or otherwise.

                                       24
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    6.13    DEPOSITORY BILLS AND NOTES ACT

    Bankers' Acceptances may be issued in the form of a depository bill and
    deposited with a clearing house, both terms as defined in the DEPOSITORY
    BILLS AND NOTES ACT. The Agent and the Borrower shall agree on the
    procedures to be followed, acting reasonably. The Lenders are also
    authorized to issue depository bills as replacements for previously issued
    Bankers' Acceptances, on the same terms as those replaced, and deposit them
    with a clearing house against cancellation of the previously issued Bankers'
    Acceptances.

7.  ILLEGALITY, INCREASED COSTS AND INDEMNIFICATION

    7.1     ILLEGALITY, INCREASED COSTS

    If a Lender, acting reasonably, determines (which determination shall be
    attested to by a certificate submitted to the Borrower by the Lender with a
    copy to the Agent and which shall be final and binding between the parties
    hereto in the absence of manifest error) that (a) the adoption by a
    governmental or international authority (including the Bank for
    International Settlements (the "BIS")) of a law, directive, requirement or
    guideline, whether or not having the force of law, (b) any modification to a
    law, directive or guideline, whether or not having the force of law, or to
    the interpretation or application of same by a tribunal or governmental or
    international authority (including the BIS) or other body charged with such
    interpretation or application, or (c) any quashing by a tribunal or other
    governmental or international authority or body (including the BIS) of an
    interpretation of any law, directive, requirement or guideline, whether or
    not having the force of law:

       7.1.1    has rendered or will render it illegal or contrary to any law,
       directive or guideline for any of the Lenders to maintain or to give
       effect to all or part of their obligations stipulated in this Agreement,
       including the obligation to make or maintain all or any part of a BA
       Advance or a Libor Advance pursuant to the terms hereof, then the
       obligation of such Lender(s) to maintain or to give effect to such part
       of its obligations will become null and, subject to the provisions of the
       particular law, directive or guideline and of Section 7.2 with respect to
       losses, costs and expenses, if the Loan affected is a BA Advance, the
       Borrower may convert the principal amount thereof into a Prime Rate
       Advance. If the Loan affected is a Libor Advance, the provisions of
       Section 4.11 shall apply. In either case, the Borrower shall pay the
       interest accrued thereon, or may reimburse the particular BA Advance or
       Libor Advance, as the case may be, in whole with interest accrued
       thereon.

       7.1.2    Such conversion or reimbursement shall be made at the expiry of
       the relevant Designated Period of any then outstanding Libor Advances or
       BA Advances, as the case may be, or, if in the judgment of the Lender
       expressed to the Agent in the certificate referred to above, an immediate
       conversion or reimbursement is necessary, immediately upon demand by the
       Agent, subject to the payment by the Borrower of breakage costs, if any;
       or

       7.1.3    (a) has imposed, modified or deemed applicable any loan ceiling
       with respect to the Lenders, or imposed, modified or deemed applicable
       any special tax, reserve, deposit, capital adequacy or similar
       requirement with respect to the assets held by, deposited at or used for
       the purchase of funds, or to the loans made by the Lenders, or
       (b) changes the basis of taxation on payments made to the Lenders under
       this Agreement (other than a change affecting the taxes based on net
       profits of the Lenders), or (c) imposes upon the Lenders any other
       monetary conditions or restrictions with respect to this Agreement, all
       or any part of a Loan, as the case may be, or any other document, effect
       or operation contemplated hereby, and if the result of any of the
       foregoing is to increase the cost to such Lender of making or maintaining
       its Commitment or any Advance, or to reduce any amount otherwise
       receivable by such Lender hereunder with respect thereto, then, in any
       such case, the Borrower shall promptly pay to such Lender, within 10
       Business Days from demand, such additional amounts necessary to
       compensate such Lender for such additional cost or reduced amount
       receivable as is determined in good faith by such Lender. If a Lender
       becomes entitled to claim any additional amounts pursuant to this
       Section 7.1, it shall promptly notify the Borrower, through the Agent, of
       the event by reason of which it has become so entitled and provide
       reasonable particulars of the calculation of such amount. A certificate
       of a Lender as to any such additional amounts payable to it shall be
       conclusive and binding in the absence of manifest error.

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    7.2     INDEMNITY

    The Borrower shall indemnify each Lender against and hold each Lender, as
    well as its directors, officers and employees, harmless from any loss or
    expense, including without limitation any loss or expense arising from
    interest or fees payable by such Lender to lenders of funds obtained by it
    in order to make or maintain any Advance and any loss or expense incurred in
    liquidating or re-employing deposits from which such funds were obtained,
    which such Lender may sustain or incur as a consequence of any (a) default
    by the Borrower in the payment when due of the amount of or interest on any
    Loan or in the payment when due of any other amount hereunder, (b) default
    by the Borrower in obtaining an Advance after the Borrower has given notice
    hereunder that it desires to obtain such Advance, (c) default by the
    Borrower in making any voluntary reduction of the outstanding amount of any
    Loan after the Borrower has given notice hereunder that it desires to make
    such reduction, and (d) the payment of any Bankers' Acceptance or Libor
    Advance otherwise than on the maturity date thereof (including without
    limitation any such payment required pursuant to Section 8.1 or upon
    acceleration pursuant to Section 14.2). A certificate of the Agent providing
    reasonable particulars of the calculation of any such loss or expense shall
    be conclusive and binding in the absence of manifest error. If any Lender
    becomes entitled to claim any amount pursuant to this Section 7.2, it shall
    promptly notify the Borrower of the event by reason of which it has become
    so entitled and reasonable particulars of the related loss or expense,
    provided that the failure to do so promptly shall not prejudice the Lenders'
    right to claim hereunder.

    Without prejudice to the survival or termination of any other agreement of
    the Borrower under this Agreement, the obligations of the Borrower under
    this Section 7.2 shall survive the payment of principal and interest on all
    Loans and the termination of the Credit.

8.  PAYMENT, REPAYMENT AND PREPAYMENT

    8.1     REPAYMENT OF THE LOAN

    The Borrower hereby agrees to repay the amount of the Loan outstanding under
    the Revolving Facility on the last day of the Term.

    8.2     AMOUNT AND APPORTIONMENT OF MANDATORY REPAYMENTS

    The Borrower hereby undertakes to make Mandatory Repayments equal to the sum
    of:

       8.2.1    100% of the Net Proceeds of all Asset Dispositions (excluding
       the Net Proceeds of Asset Dispositions received by the Borrower up to an
       amount of $50,000,000 in the aggregate) of the VL Group (excluding the
       non-material assets referred to in Section 13.3), unless same are
       reinvested within 12 months following any such Asset Disposition to
       acquire capital assets used in the Core Business, payable within 5
       Business Days following the expiry of such 12 month period; plus

       8.2.2    Any amounts payable to the Agent for the Lenders in accordance
       with the provisions of Section 12.6, provided that insurance proceeds
       received by the Borrower, up to an amount of $50,000,000 in the
       aggregate, will be exempt from the imputation rules set out in this
       Section 8.2 and may be retained by the Borrower.

    The Borrower shall advise the Agent of its intention to make any such
    Mandatory Repayment by notice in writing substantially in the form of
    Schedule "B-1", at least 5 and not more than 20 days before the Mandatory
    Repayment is due, and shall pay the amount of such Mandatory Repayment to
    the Agent when it is due. All proceeds of each Mandatory Repayment shall be
    applied to repay and permanently reduce the Revolving Facility.

    No such Mandatory Repayment may be made on a date that would require a Libor
    Advance or BA Advance to be prepaid, except in accordance with the
    provisions of Section 8.4.

    8.3     VOLUNTARY REPAYMENT AND PREPAYMENT OF THE LOAN OR CANCELLATION OF
    THE CREDIT

    On any Business Day during the Term, after having given notice to the Agent
    of one (1) Business Day with respect to the repayment of Prime Rate Advances
    and two (2) Business Days with respect to BA Advances,

                                       26
<Page>
    substantially in the form of Schedule "B-1", the Borrower may repay in
    minimum amounts of $1,000,000 or in whole multiples of such amount, all or
    part of the principal amount of the Loan under the Revolving Facility,
    provided that in respect of a BA Advance, no repayment shall be made on a
    date other than a maturity date of the Bankers' Acceptances outstanding at
    that time, with, in each case, all interest accrued and unpaid on the
    amounts so prepaid. In respect of Cdn. $ Libor Advances by Foreign Lenders,
    no repayment may be made on a day other than a Rollover Date, save as
    provided in Sections 7.1, 7.2 and 8.4.

    On any Business Day during the Term, after having given notice to the Agent
    at least ten (10) days prior to the proposed prepayment, substantially in
    the form of Schedule "B-1", the Borrower may repay or prepay in minimum
    amounts of $10,000,000, or in whole multiples of such amounts, all or part
    of the principal amount of the Loan, provided that in respect of the Libor
    Advances, no repayment may be made on a day other than a Rollover Date, save
    as provided in Sections 7.1, 7.2 and 8.4, and in respect of a BA Advance, no
    prepayment shall be made on a date other than a maturity date of the
    Bankers' Acceptances outstanding at that time, with, in each case, all
    interest accrued and unpaid on the amounts so prepaid. Notwithstanding the
    foregoing and in the case of voluntary repayments or prepayments under the
    Revolving Facility other than Cdn. $ Libor Advances by Foreign Lenders,
    accrued and unpaid interest on the amounts repaid or prepaid need not be
    paid at the time of the repayment or prepayment, but shall be paid in
    accordance with the provisions of Section 5.2 hereof.

    In addition, the Borrower may, upon the same notice, cancel any portion of
    the Credit that has not been drawn by the Borrower. No Facility Fee shall be
    payable in respect of any portion of the Credit so cancelled as and from the
    effective date of its cancellation. The Borrower shall not be permitted to
    draw Advances in respect of any portion of the Credit so cancelled.

    8.4     PAYMENT OF LOSSES RESULTING FROM A PREPAYMENT OR A MANDATORY
    REPAYMENT

    If a prepayment or Mandatory Repayment to be made would require the
    repayment of outstanding Bankers' Acceptances prior to their maturity, or
    the repayment of a Libor Advance on a day other than a Rollover Date, the
    Borrower shall provide to the Agent cash collateral in an amount equal to
    the face amount of such Bankers' Acceptances or the principal amount of such
    Libor Advance, as the case may be, which cash collateral shall be held by
    the Agent in an interest bearing account and used to repay same at maturity
    or on the next Rollover Date, as the case may be. However, in the case where
    the prepayment or Mandatory Repayment would require the prepayment of a
    Libor Advance, the Borrower may elect to prepay same and pay to the Agent
    for the Lenders the amount of the losses, costs and expenses suffered or
    incurred by the Lenders with respect thereto which are referred to in
    Section 7.2.

    8.5     CURRENCY OF PAYMENTS

    All payments, repayments, prepayments or Mandatory Repayments, as the case
    may be:

       8.5.1    of principal under the Loan, or any part thereof, shall be made
       in the same currency as that in which they are outstanding;

       8.5.2    of interest, shall be made in the same currency as the principal
       amount outstanding to which they relate;

       8.5.3    of Fees, shall be made in Canadian Dollars alone; and

       8.5.4    of the amounts referred to in Section 7.2, shall be made in the
       same currency as the losses, costs and expenses suffered or incurred by
       the Lenders.

    8.6     PAYMENTS BY THE BORROWER TO THE AGENT

    All payments to be made by the Borrower in connection with this Agreement
    shall be made in funds having same day value to the Agent, at the Agency
    Branch, or at any other office or account in Toronto or Montreal designated
    by the Agent. Any such payment shall be made on the date upon which such
    payment is due, in accordance with the terms hereof, no later than
    11:00 A.M.

                                       27
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    8.7     PAYMENT ON A BUSINESS DAY

    Each time a payment, repayment, prepayment or Mandatory Repayment is due on
    a day that is not a Business Day, it shall be made on the following Business
    Day.

    8.8     PAYMENTS BY THE LENDERS TO THE AGENT

    Any amounts payable to the Agent by a Lender shall be paid in funds having
    same day value to the Agent by the Lenders on a Business Day at the Agency
    Branch.

    8.9     PAYMENTS BY THE AGENT TO THE BORROWER

    Any payment received by the Agent for the account of the Borrower shall be
    paid in funds having same day value to the Borrower on the date of receipt,
    or if such date is not a Business Day, on the next Business Day, at the
    Branch.

    8.10    NETTING

    On the date of any Advance or on a Rollover Date (a "TRANSACTION DATE"), the
    Agent shall be entitled to net amounts payable on such date by the Agent to
    a Lender against amounts payable in the same currency on such date by such
    Lender to the Agent, for the account of the Borrower. Similarly, on any
    Transaction Date, the Borrower hereby authorizes each Lender to net amounts
    payable in one currency on such date by such Lender to the Agent, for the
    account of the Borrower, against amounts payable in the same currency on
    such date by the Borrower to such Lender in accordance with the Agent's
    calculations made in accordance with the provisions of this Agreement.

    8.11    APPLICATION OF PAYMENTS

       8.11.1   Except as otherwise indicated herein, all payments made to the
              Agent by the Borrower for the account of the Lenders shall be
              distributed the same day by the Agent, in accordance with its
              normal practice, in funds having same day value, among the Lenders
              to the accounts last designated in writing by each Lender to the
              Agent, PRO RATA in accordance with their respective Commitments,
              and notice thereof shall be given to the Borrower by the Agent
              within a reasonable delay.

       8.11.2   Except as otherwise indicated herein or as otherwise determined
              by the Lenders, all payments made by the Borrower to the Agent on
              behalf of the Lenders shall be applied by the Lenders as follows:

              (a) to the fees, costs, expenses and accessories contemplated by
                  Article 7, Section 14.5 and Section 17.5 or by the Security
                  Documents;

              (b) to all amounts due under Article 5 hereunder;

              (c) to the repayment of the principal amount of the Loan subject,
                  in the case of Mandatory Repayments, to the imputation rules
                  set out in Section 8.2;

              (d) to any other amounts due pursuant to this Agreement.

    8.12    NO SET-OFF OR COUNTERCLAIM BY BORROWER

    All payments by the Borrower shall be made free and clear of and without any
    deduction for or on account of any set-off or counterclaim.

    8.13    DEBIT AUTHORIZATION

    The Agent is hereby authorized to debit the Borrower's and the Guarantors'
    account or accounts maintained from time to time at the Branch or elsewhere,
    and to set off and compensate against any and all accounts, credits and
    balances maintained at any time by the Borrower or the Guarantors for the
    amount of any interest

                                       28
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    or any other amounts due and owing hereunder from time to time payable by
    the Borrower, in order to obtain payment thereof.

    8.14    WITHHOLDING TAXES

       8.14.1   All payments to be made hereunder by the Borrower shall be made
              free and clear of, and without deduction or withholding for or on
              account of, any present or future tax, levy, impost, duty, charge,
              assessment or fee (including interest, penalties and additions
              thereto) (herein "TAXES"), but excluding net income taxes and
              franchise taxes (imposed in lieu of income taxes) imposed on any
              Lender as a result of a present or former connection between such
              Lender and the jurisdiction imposing such tax (other than any such
              connection arising solely from such Lender having executed,
              delivered or performed its obligations under, or received a
              payment under, or enforced this Agreement or any Guarantee). If
              any Taxes are required to be withheld from any payment hereunder,
              the Borrower shall (a) increase the amount of such payment so that
              the Lenders will receive a net amount (after deduction and
              withholding of all Taxes) equal to the amount otherwise due
              hereunder; (b) pay such Taxes to the appropriate taxing authority
              for the account of the relevant Lenders and (c) as promptly as
              possible thereafter, send the Agent and the Lenders an original
              receipt showing payment thereof, together with such additional
              documentary evidence as the Lenders may from time to time
              reasonably require.

       8.14.2   Each Lender other than a Foreign Lender agrees to use reasonable
              measures to avoid or to minimize any amounts which might otherwise
              be payable pursuant to this Section 8.14, but no Lender shall be
              required to disclose any information about its taxes to the
              Borrower that is not publicly available.

       8.14.3   If the Borrower fails to perform its obligations under
              subsection 8.14.1, the Borrower shall indemnify the Lenders for
              any incremental Taxes, interest or penalties that may become
              payable by the Lenders as a consequence of such failure. The
              obligations of the Borrower under this Section 8.14 shall survive
              the termination of this Agreement.

9.  SECURITY

    9.1     SECURITY FOR ADVANCES PRIOR TO THE PHASE II DATE

    As general and continuing security for the performance by the Borrower of
    its obligations to the Lenders prior to the Phase II Date hereunder
    (including under the Cash Management Facilities) and under the Security
    Documents, and of the Borrower's obligation to repay the Loan, including all
    amounts owing by the Borrower to the Lenders in principal, interest and
    accessories hereunder and under any agreement pertaining to Derivative
    Obligations, including the Negative Value of Derivative Instruments entered
    into with a Lender, as such agreements are, from time to time, amended,
    restated, amended and restated, extended or renewed, the Borrower shall:

       9.1.1    cause to be executed by Quebecor Media Inc. (the "QUEBECOR MEDIA
              GUARANTEE") and by each of the other Guarantors an unconditional
              solidary (joint and several) Guarantee, in favour of the Agent on
              behalf of the Lenders, of the obligations of the Borrower under
              this Agreement and the Security Documents, substantially in the
              form annexed as Schedule "D"; provided that the Quebecor Media
              Guarantee shall incorporate by reference the provisions of,
              INTER ALIA, Sections 8.1 and 8.2 of the Quebecor Media Credit
              Facility, providing for certain restrictions as to the ability of
              Quebecor Media Inc. to incur Debt, sell assets and otherwise
              perform certain acts, as such provisions appear at the Closing
              Date and irrespective of any amendment subsequent thereto; and

       9.1.2    cause to be executed by the owner of the shares of the Borrower
              and each of the Initial VL Group Guarantors an agreement creating
              a first-ranking (prior to the Phase II Date) pledge of the shares
              of each of the Borrower and the Initial VL Group Guarantors (other
              than Quebecor Media Inc. and GVL) to the Agent on behalf of the
              Lenders, which agreement shall be substantially in form of
              Schedule "E".

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    9.2     SECURITY FOR ADVANCES FOLLOWING THE PHASE II DATE

    As general and continuing security for the performance by the Borrower of
    its obligations to the Lenders on and after the Phase II Date hereunder
    (including under the Cash Management Facilities) and under the Security
    Documents, and of the Borrower's obligation to repay the Loan, including all
    amounts owing by the Borrower to the Lenders in principal, interest and
    accessories hereunder and under any agreement pertaining to Derivative
    Obligations, including the Negative Value of Derivative Instruments entered
    into with a Lender, as such agreements are, from time to time, amended,
    restated, amended and restated, extended or renewed, the Borrower shall:

       9.2.1    cause to be executed by each of the Guarantors an unconditional
              solidary (joint and several) Guarantee (or, in the case of the
              Initial VL Group Guarantors, confirmations of their existing
              Guarantees), in favour of the Agent on behalf of the Lenders, of
              the obligations of the Borrower under this Agreement and the
              Security Documents, substantially in the form annexed as
              Schedule "D", provided that the Guarantees provided by CF Cable
              TV Inc. and its Subsidiaries shall be limited to the extent
              contemplated by the terms of the CF Cable Notes. The existing
              Guarantee executed by GVL shall be amended to provide that the
              Agent shall not have any recourse to any of the shares owned by
              GVL which have not been pledged in accordance with the provisions
              of subsection 9.1.2. The Guarantees provided by CF Cable TV Inc.
              and its Subsidiaries shall provide that, to the extent permitted
              by the provisions of the CF Cable Notes, such Guarantees
              constitute "First Priority Debt", as such expression is defined in
              the CF Cable Notes;

       9.2.2    cause to be executed by Quebecor Media Inc. a limited-recourse
              Guarantee agreement with the Agent for the Lenders, which will be
              substantially in the form of Schedule "D" but will provide that
              (A) the recourse of the Lenders under such Guarantee shall be
              limited to the pledge, if any, of the shares referred to in
              subsection 9.1.2, which pledge shall remain in effect but shall
              rank second to the Permitted Charge referred to in
              subsection 1.1.88.7 until the Quebecor Media Credit Facility has
              been repaid in full and cancelled, and (B) the restrictions
              contained in the Quebecor Media Credit Facility and incorporated
              by reference in the Guarantee referred to in subsection 9.1.1
              shall no longer be so incorporated;

       9.2.3    execute and cause to be executed by the Guarantors other than
              Quebecor Media Inc. and GVL, whose pledges of shares pursuant to
              the provisions of subsection 9.1.2 shall remain in effect, an
              agreement pledging the shares of each of their respective
              Subsidiaries to the Agent on behalf of the Lenders, which
              agreement shall be substantially in form of Schedule "E" (the
              "SHARE PLEDGE"), provided that the Share Pledges by CF Cable
              TV Inc. and its Subsidiaries shall be limited to the extent
              contemplated by the provisions of the CF Cable Notes;

       9.2.4    execute and cause to be executed by each of the Guarantors
              (other than Quebecor Media Inc.) first-ranking security (subject
              only to Permitted Charges) in favour of the Agent on behalf of the
              Lenders, by way of a hypothec on the universality of all of its
              movable and immovable property located in the Province of Quebec
              (and/or, at the option of the Agent, by way of a hypothec securing
              Debentures granted in favour of the Agent or a collateral agent
              designated by the Agent as the power of attorney ("fonde de
              pouvoir") of the Lenders within the meaning of Article 2692 of the
              Civil Code of Quebec, as contemplated by Section 18.16), provided
              that (a) any Security created by CF Cable TV Inc. and its
              Subsidiaries shall be limited to the extent contemplated by the
              provisions of the CF Cable Notes, and (b) the Security created by
              GVL shall not extend to any shares owned by GVL which have not
              been pledged in accordance with the provisions of
              subsection 9.1.2;

       9.2.5    execute first-ranking security (subject only to Permitted
              Charges) in favour of each Lender that is a bank, within the
              meaning of the Bank Act (Canada), under Sections 427
              and following of the Bank Act (Canada);

       9.2.6    execute and cause to be executed by each of the Guarantors
              (other than Quebecor Media Inc. and GVL) in favour of the Agent on
              behalf of the Lenders, a first-ranking (subject only to

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              Permitted Charges) General Security Agreement and mortgage
              charging all of its property and assets, personal (movable) and
              real (immovable), if any, located elsewhere in Canada or in the
              USA (and/or, at the option of the Agent, by way of a debenture or
              other instrument containing the same Charges), provided that any
              Security created by CF Cable TV Inc. and its Subsidiaries shall be
              limited to the extent contemplated by the provisions of the CF
              Cable Notes;

       9.2.7    execute and cause to be executed by each of the Guarantors
              (other than Quebecor Media Inc. and GVL), a first-ranking
              assignment, by way of collateral security, of the contracts
              governing or evidencing intellectual property rights (subject to
              Permitted Charges, and to the extent not prohibited by the terms
              of the agreements governing such rights) in favour of the Agent on
              behalf of the Lenders, provided that any Security created by CF
              Cable TV Inc. and its Subsidiaries shall be limited to the extent
              contemplated by the provisions of the CF Cable Notes;

       9.2.8    cause the Agent on behalf of the Lenders to be named in all
              insurance policies protecting the members of the VL Group and
              their movable property, activities, business interruption and
              third party liability against any form of loss as a named insured
              as its interest may appear, and deliver to the Agent certificates
              of insurance in form and substance satisfactory to the Agent;

       9.2.9    execute concurrently with (in respect of movable property), and
              within sixty days of (in respect of immovable property), the
              integration of Videotron Telecom Ltd. ("VTL"), by way of
              amalgamation or otherwise, with the Borrower (the "MERGER"), any
              and all Security Documents or as the case may be, make any
              additional filings or registrations, reasonably requested by the
              Lenders, to ensure that the Lenders will hold valid and
              enforceable Security in, to and under the assets of VTL acquired
              by the Borrower as a result of the Merger.

    9.3     LIMITATIONS ON GUARANTEES AND SECURITY FOR ADVANCES

    The liability of each Guarantor governed by the COMPANIES ACT (Quebec) under
    its Guarantee (other than each of the Initial VL Group Guarantors, the
    liability of whom is unlimited) (each an "APPLICABLE GUARANTOR") shall be
    limited as follows, but only to the extent that the provisions of
    Section 123.66 of the COMPANIES ACT (Quebec) apply thereto:

       9.3.1    on the Phase II Date, the liability of each Applicable Guarantor
              shall be limited to the amount of the book value or the
              realization value of its assets, whichever is greater, less the
              sum of its liabilities and its issued and paid-up share capital
              account on such date (the "INITIAL LIABILITY");

       9.3.2    every day thereafter that its Guarantee remains in effect and
              until the date of determination on which it is then able to
              discharge its liabilities when due, each Applicable Guarantor
              shall be deemed to have granted a new Guarantee in an amount equal
              to the increase in the aggregate amount of the Guarantee that such
              Applicable Guarantor can provide on such day (calculated in
              accordance with the provisions of subsection 9.3.1);

       9.3.3    the liability of each Applicable Guarantor may never be less
              than its Initial Liability; and

       9.3.4    if ever the restriction provided by Law with respect to each
              Applicable Guarantor's ability to execute a Guarantee is repealed,
              each of the Applicable Guarantors shall be deemed to have granted
              an unlimited Guarantee on the date such repeal came into force.

    The relevant amounts on the Phase II Date, as determined by the directors of
    the Applicable Guarantor, will be set forth in a certificate in the form set
    out in Schedule "K", to be delivered within 5 Business Days following the
    Phase II Date. For the purposes hereof, the directors of each Applicable
    Guarantor shall, not less frequently than quarterly, determine such amounts
    as of the end of each financial quarter and the Borrower shall deliver or
    cause to be delivered to the Agent, as part of its Compliance Certificate
    with respect to such financial quarter, a summary of such increases, if any,
    supported by a certificate of the chief financial officer of each Applicable
    Guarantor setting forth such amounts and reasonable details of the
    calculations thereof.

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    9.4     FURTHER LIMITATIONS ON GUARANTEES AND SECURITY FOR ADVANCES

    Notwithstanding any other provision hereof to the contrary, the liability of
    CF Cable TV Inc. and each of its Subsidiaries (each a "RELEVANT GUARANTOR")
    shall be limited as follows:

       9.4.1    on the Phase II Date, the liability of each Relevant Guarantor
              under its Guarantee and the Security Documents shall constitute
              First Priority Debt within the meaning and to the extent permitted
              by the trust indenture dated as of July 11, 1995 among the
              Guarantors party thereto and The Chase Manhattan Bank, as Trustee,
              providing for the issue of notes, including the aggregate of
              US$100,000,000 of 12 year notes of CF Cable TV Inc. designated as
              9 1/8% Senior Secured First Priority Notes due 2007 (the "TRUST
              INDENTURE") and thereafter shall constitute Second Priority Debt
              within the meaning and to the extent permitted by the Trust
              Indenture (the "INITIAL LIABILITY");

       9.4.2    every day thereafter that its Guarantee remains in effect and
              until the provisions of subsection 9.4.4 apply, each Relevant
              Guarantor shall be deemed to have granted a new Guarantee by
              incurring additional First Priority Debt and additional Second
              Priority Debt to the extent permitted by the Trust Indenture in
              amounts equal to the increase in the aggregate amount of the
              Guarantee that such Relevant Guarantor can provide on such day (by
              way of First Priority Debt and Second Priority Debt under the
              Trust Indenture);

       9.4.3    the liability of each Relevant Guarantor may never be less than
              its Initial Liability;

       9.4.4    if ever the restriction provided by the Trust Indenture with
              respect to each Relevant Guarantor's ability to execute a
              Guarantee is no longer applicable, each of the Relevant Guarantors
              shall be deemed to have granted an unlimited Guarantee on the date
              such restriction ceased to be applicable; and

       9.4.5    the Security Documents shall oblige each Relevant Guarantor to
              provide additional security in the event that its liability is
              increased in accordance with the foregoing.

    The relevant amounts on the Phase II Date, as determined by the directors of
    the Relevant Guarantor, will be set forth in a certificate in the form set
    out in Schedule "K", to be delivered on such date. For the purposes hereof,
    the directors of each Relevant Guarantor shall, not less frequently than
    quarterly, determine such amounts as of the end of each financial quarter
    and the Borrower shall deliver or cause to be delivered to the Agent, as
    part of its Compliance Certificate with respect to such financial quarter, a
    summary of such increases, if any, supported by a certificate of the chief
    financial officer of each Relevant Guarantor setting forth such amounts and
    reasonable details of the calculations thereof.

10. CONDITIONS PRECEDENT

    10.1    INITIAL ADVANCE UNDER THE REVOLVING FACILITY AND TERM FACILITY A-1

    The obligation of the Lenders to make an initial Advance under the Revolving
    Facility and under Term Facility A-1 is conditional upon the fulfilment of
    each of the conditions set out in this Section 10.1 and in Section 10.3
    to the entire satisfaction of the Agent and the Lenders:

       10.1.1   certified copies of all of the constating documents, borrowing
              by-laws and resolutions of the Borrower, of Quebecor Media Inc.,
              of GVL and of each member of the VL Group shall have been provided
              to the Agent;

       10.1.2   the Borrower shall have provided an irrevocable direction of
              payment to the Agent pursuant to which the Borrower instructs the
              Agent, contemporaneously with the first Advance hereunder and
              using the proceeds thereof, to repay all amounts due under the
              Existing Credit Agreement and the Existing Credit Agreement shall
              have been cancelled;

       10.1.3   all Charges on the property of each member of the VL Group,
              other than Permitted Charges, shall have been discharged;

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       10.1.4   each of this Agreement and the Security Documents contemplated
              by Section 9.1 shall have been executed, delivered, issued or
              assigned and registered or published, as the case may be, wherever
              required;

       10.1.5   the Agent shall have received copies of all existing title and
              search reports prepared by lawyers or notaries with respect to any
              immovable property owned by the VL Group and with respect to any
              network pertaining to the Core Business, together with an
              undertaking to update same prior to the Phase II Date;

       10.1.6   evidence satisfactory to the Lenders shall have been provided to
              the Agent that Quebecor Media Inc. owns all or substantially all
              of the shares of every class of GVL (meaning for these purposes
              not less than 94% of all such shares), and the Lenders shall be
              satisfied that Quebecor Media Inc. is in a position to obtain 100%
              of all such shares within a delay not exceeding 60 days (or such
              additional period as may be approved by the Majority Lenders) from
              the Closing Date by way of the compulsory acquisition of same in
              accordance with the provisions of the Quebec Companies Act;

       10.1.7   evidence satisfactory to the Lenders shall have been provided to
              the Agent that GVL or another wholly-owned Subsidiary of Quebecor
              Media Inc. owns (a) all of the shares of every class of each of
              the Initial VL Group Guarantors, and (b) the percentages and
              classes of shares of each Subsidiary of GVL as set out in the
              diagram referred to in subsection 10.1.10 (c);

       10.1.8   all of the issued and outstanding shares of the Borrower and
              each of the Guarantors (other than Quebecor Media Inc. and GVL)
              shall have been pledged in accordance with the pledge described in
              subsection 9.1.2, and all of the pledged shares shall have been
              remitted to the Agent or to one or more agents of the Agent;

       10.1.9   all necessary Regulatory Approvals (other than the approval of
              the CRTC) and all other required approvals shall have obtained,
              and all Laws, including environmental Laws, shall have been
              complied with;

       10.1.10  the Borrower shall have delivered to the Agent a certificate in
              the form of Schedule "F" signed by an officer stipulating and
              certifying that:

              (a) such officer has taken cognizance of all the terms and
                  conditions of this Agreement and of all contracts, agreements
                  and deeds pertaining hereto;

              (b) no Default or Event of Default has occurred or exists
                  hereunder;

              (c) the corporate structure of Quebecor Media Inc. and the VL
                  Group is as set out in the diagram attached to the
                  certificate; and

              (d) subject to obtaining the approval of the CRTC to the
                  Transaction, each member of the VL Group holds the permits,
                  Licences, licences and authorizations required in order to
                  permit it to possess its property and its real estate and to
                  carry on its business in the manner in which it is being
                  carried on at present;

       10.1.11  nothing shall have occurred which would constitute a Material
              Adverse Change;

       10.1.12  the Borrower shall have delivered to the Agent the favourable
              legal opinion of counsel to the Borrower and to the Guarantors,
              addressed to the Lenders, the Agent and its counsel, substantially
              in the form set forth in Schedule "G" and covering as well such
              other ancillary matters as pertain to the transactions
              contemplated hereunder, as required by the Agent, acting
              reasonably.

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    10.2    INITIAL ADVANCE UNDER THE REVOLVING FACILITY

    The obligation of the Lenders to make the initial Advance under the
    Revolving Facility is conditional upon the fulfilment of each of the
    conditions set out in this Section 10.2 and in Section 10.3 to the entire
    satisfaction of the Agent and the Lenders:

       10.2.1   certified copies of all of the constating documents, borrowing
              by-laws and resolutions of the Borrower and of each other member
              of the VL Group not previously provided to the Agent shall have
              been provided to the Agent;

       10.2.2   each of the Security Documents contemplated by Section 9.2 shall
              have been executed, delivered, issued or assigned and registered
              or published, as the case may be, wherever required;

       10.2.3   the terms of the Additional Offering intended to close on the
              Seventh Amendment Closing Date shall be the same, in all material
              respects, as those in respect of the HYD Offering, and such
              Additional Offering shall have been completed and the proceeds
              thereof used (a) to prepay Term Facility C in its entirety, which
              Facility will have been cancelled as a result;

       10.2.4   all of the issued and outstanding shares of the Subsidiaries
              referred to in subsection 9.2.3 owned, directly or indirectly by
              the Borrower and the Guarantors, shall have been pledged in
              accordance with the Share Pledge executed by the Borrower and the
              relevant Guarantors and all of the pledged shares shall have been
              remitted to the Agent, except to the extent not permitted by the
              terms of the CF Cable Notes;

       10.2.5   Schedule "K" shall have been completed, and there shall have
              been delivered to the Agent certificates of the chief financial
              officers of the Borrower and each relevant Guarantor, in form and
              substance satisfactory to the Lenders and their counsel,
              confirming and supporting the figures in Schedule "K" as to the
              maximum amount of each Guarantee as at the Seventh Amendment
              Closing Date;

       10.2.6   the Borrower shall have delivered to the Agent a certificate in
              the form of Schedule "F" signed by an officer stipulating and
              certifying that:

              (a) such officer has taken cognizance of all the terms and
                  conditions of this Agreement and of all contracts, agreements
                  and deeds pertaining hereto;

              (b) no Default or Event of Default has occurred or exists
                  hereunder;

              (c) the corporate structure of the VL Group is as set out in the
                  diagram attached to the certificate;

              (d) each member of the VL Group holds the permits, Licences,
                  licences and authorizations required in order to permit it to
                  possess its property and its real estate and to carry on its
                  business in the manner in which it is being carried on at
                  present, including all Regulatory Approvals; and

              (e) all property to be charged by the Security Documents is
                  located in the jurisdictions described in a schedule thereto;

       10.2.7   the Borrower shall have delivered to the Agent in a sufficient
              number of copies for each of the Lenders its Annual Business Plan
              in respect of its financial years ending December 31, 2005, 2006
              and 2007, showing PRO FORMA compliance with all financial
              covenants hereunder;

       10.2.8   each of the Security Documents shall have been amended (to the
              extent required), executed, delivered, issued or assigned and
              registered or published, as the case may be, wherever required; in
              particular, the Security Documents described in subsection 9.2.6
              shall have been amended as required to ensure their continued
              enforceability;

       10.2.9   the Borrower shall have delivered to the Agent the favourable
              legal opinion(s) of the counsel to the Borrower, addressed to the
              Lenders, the Agent and its counsel, in form and substance

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              acceptable to the Agent and its counsel, acting reasonably,
              including with regard to the continuing validity of all relevant
              Guarantees and Security.

    10.3    CONDITIONS PRECEDENT TO ANY ADVANCE

    The obligation of the Lenders to make any Advance under the Credit is
    conditional upon each of the following conditions having been satisfied:

       10.3.1   the representations and warranties contained in this Agreement
              shall continue to be true and correct (except where stated to be
              made as at a particular date);

       10.3.2   the Borrower shall have delivered to the Agent a completed
              Notice of Borrowing;

       10.3.3   nothing shall have occurred since the Sixth Amendment Closing
              Date which would constitute a Material Adverse Change; and

       10.3.4   no Default shall have occurred and be continuing and no Event of
              Default shall have occurred.

    10.4    WAIVER OF CONDITIONS PRECEDENT

    The conditions set out in Sections 10.1, 10.2 and 10.3 are solely for the
    benefit of the Lenders, and may be waived by the Agent with the unanimous
    consent of the Lenders, without prejudice to the right of the Agent to
    assert any such condition in connection with any subsequently requested
    Advance.

    10.5    RELEASE OF QUEBECOR MEDIA GUARANTEE

    The parties agree that the Quebecor Media Guarantee has become a limited
    recourse guarantee, such that the recourse of the Agent is limited to the
    pledge of the shares executed by GVL pursuant to subsection 9.1.2 of this
    Credit Agreement, which was thereafter assumed by Quebecor Media Inc.

11. REPRESENTATIONS AND WARRANTIES

For so long as the Loan remains outstanding and unpaid, or the Borrower is
entitled to borrow hereunder (whether or not the conditions precedent to such
borrowing have been or may be satisfied), the Borrower hereby represents and
warrants to the Lenders that:

    11.1    INCORPORATION

    Each member of the VL Group is a corporation duly incorporated and
    organized, validly existing and in good standing under the Laws of its
    jurisdiction of incorporation and of all jurisdictions in which it carries
    on business or is otherwise required to be so qualified. Each member of the
    VL Group has the capacity and power, whether corporate or otherwise, to hold
    its assets and carry on the business presently carried on by it or which it
    proposes to carry on hereafter in each jurisdiction where such business is
    carried on.

    11.2    AUTHORIZATION

    The Borrower and each member of the VL Group which is a party to any
    Security Document has the power and has taken all necessary steps under the
    Laws in order to be authorized to borrow hereunder, to provide the Security,
    as the case may be, and to execute and deliver and perform its obligations
    under this Agreement and each of the Security Documents to which it is a
    party, as the case may be, in accordance with the terms and conditions
    thereof and to complete the transactions contemplated in the Security
    Documents and herein, as the case may be. This Agreement has been duly
    executed and delivered by duly authorized officers of the Borrower and is,
    and each of the Security Documents to which the Borrower and each other
    member of the VL Group is a party is, and when executed and delivered in
    accordance with the terms hereof, shall be, a legal, valid and binding
    obligation of the Borrower and each other member of the VL Group,
    respectively, enforceable in accordance with its terms.

                                       35
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    11.3    COMPLIANCE WITH LAWS AND CONTRACTS

    The execution and delivery of and performance of the obligations under this
    Agreement and each of the Security Documents by the Borrower and each other
    member of the VL Group, as the case may be, in accordance with their
    respective terms and the completion of the transactions contemplated therein
    and herein by the Borrower and each other member of the VL Group, as the
    case may be, do not require any consents or approvals, do not violate any
    Laws, do not conflict with, violate or constitute a breach under the
    documents of incorporation or by-laws of any member of the VL Group or under
    any agreements, contracts or deeds to which any member of the VL Group is a
    party or binding upon it or its assets and do not result in or require the
    creation or imposition of any Charge whatsoever on the assets of any member
    of the VL Group, whether presently owned or hereafter acquired, save for the
    Permitted Charges.

    11.4    CURRENT BUSINESS

    The VL Group operates businesses in the cable and telecommunications
    industry, including on-line internet services, telephony (not commercialized
    at the Closing Date), and the sale and rental of videocassettes.

    11.5    FINANCIAL STATEMENTS

    The Consolidated financial statements provided from time to time hereunder
    are prepared in accordance with GAAP applied on a consistent basis
    throughout the periods specified (except as noted thereon) and are an
    accurate representation of the financial position of the VL Group as of the
    respective dates specified and the results of their operations and cash
    flows for the respective periods specified.

    11.6    CONTINGENT LIABILITIES AND INDEBTEDNESS

    Neither the Borrower nor any other member of the VL Group has (a) any
    material Contingent Obligations or contingent liabilities known to it which
    are not disclosed or referred to in the most recent financial statements
    delivered to the Agent in accordance with the provisions of Section 12.15
    or otherwise disclosed to the Agent in writing, or (b) incurred any
    Indebtedness which is not disclosed in or reflected in such financial
    statements, or otherwise disclosed to the Agent in writing, other than
    Contingent Obligations, contingent liabilities or Indebtedness incurred in
    the ordinary course of business and Debt permitted hereunder.

    11.7    TITLE TO ASSETS

    Each member of the VL Group has good, valid and marketable title to all of
    its properties and assets, free and clear of any Charges other than
    Permitted Charges. All of the immovable property (including any cable
    network) owned by the VL Group as of the Sixth Amendment Closing Date is
    listed in Schedule "I". All premises occupied by any member of the VL Group
    as of the Sixth Amendment Closing Date containing material assets belonging
    to such members of the VL Group are also listed in Schedule "I". All of the
    movable property of the VL Group as of the Sixth Amendment Closing Date is
    located in the province of Quebec and in Ontario, New Brunswick and Prince
    Edward Island. Each member of the VL Group has rights sufficient for it to
    use all the Licences, licences, intellectual property and patents, patent
    applications, trade marks, trade mark applications, tradenames, service
    marks, copyrights, industrial designs, technology and other similar
    intellectual property rights reasonably necessary for the conduct of its
    business. To the knowledge of the Borrower, neither it nor any member of the
    VL Group is infringing or is alleged to be infringing the intellectual
    property rights of any other Person.

    11.8    LITIGATION

    There are no actions, suits or legal proceedings instituted or pending or,
    to the knowledge of each member of the VL Group, threatened, against any of
    them or their property before any court or arbitrator or any governmental
    body or instituted by any governmental body which could reasonably be
    expected to result in a Material Adverse Change.

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    11.9    TAXES

    Each member of the VL Group has filed within the prescribed delays all
    federal, provincial or other tax returns which it is required by Law to file
    and all taxes, assessments and other duties levied by the various
    governmental authorities with respect to each member of the VL Group have
    been paid when due, except to the extent that (a) payment thereof is being
    contested in good faith by such member of the VL Group in accordance with
    the appropriate procedures, for which adequate reserves have been
    established in the books of the relevant member of the VL Group, and
    (b) the outcome of such contestation would not reasonably be expected to
    result in a Material Adverse Change.

    11.10   INSURANCE

    Each member of the VL Group has contracted for the insurance coverage
    described in Section 12.6.

    11.11   NO ADVERSE CHANGE

    No Material Adverse Change has occurred since August 31, 2000.

    11.12   REGULATORY APPROVALS

    No member of the VL Group is required to obtain any consent, approval,
    authorization, permit, Licence or licence from, nor to effect any filing or
    registration with, any federal, provincial or other regulatory authority in
    connection with the execution, delivery or performance, in accordance with
    their respective terms, of this Agreement or the Security Documents, any
    borrowings hereunder and the granting of the Security, save with respect to
    the due registration of any Security Documents that remain to be registered
    after the Sixth Amendment Closing Date.

    11.13   COMPLIANCE WITH LAWS AND LICENCES

    Each member of the VL Group is in full compliance in all material respects
    with all requirements of applicable Laws and with all of the conditions
    attaching to its permits, authorizations, Licences, licences, certificates
    and approvals, including without limitation its articles of incorporation
    and by-laws.

    11.14   PENSION AND EMPLOYMENT LIABILITIES

    Except for a deficit not exceeding $2,000,000 in respect of the pension plan
    for executives of the Borrower, no member of the VL Group has any unfunded
    pension liabilities, whether valued on a going concern or a wind-up basis,
    and all obligations (including wages, salaries, commissions and vacation
    pay) to current employees and to former employees have been paid in full or
    duly provided for.

    11.15   PRIORITY

    The Security and Charges created, evidenced or constituted by or under the
    Security Documents bind each member of the VL Group which is a party
    thereto, are valid and subject to no Charge, other than the Permitted
    Charges, and are enforceable, as security for the performance of the
    obligations secured thereunder, in accordance with their respective terms,
    against the members of the VL Group which are parties thereto.

    11.16   COMPLETE AND ACCURATE INFORMATION

    All of the information, reports and other documents and all data (other than
    forecasts), as well as the amendments thereto, provided to the Agent by or
    on behalf of the VL Group were, at the time same were provided, and are at
    the date hereof, complete, true and accurate in all material respects. All
    forecasts provided to the Agent were prepared in good faith and all
    assumptions used therein were reasonable.

    11.17   SHARE CAPITAL

    On the Sixth Amendment Closing Date, all of the shares of the Borrower and
    each of the Guarantors (other than Quebecor Media Inc.) are owned, directly
    or indirectly, by Quebecor Media Inc., free and clear of any

                                       37
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    Charges, other than Permitted Charges; following the Sixth Amendment Closing
    Date, no Change of Control has occurred and the shares of the Borrower and
    each of the Guarantors (other than Quebecor Media Inc.) owned, directly or
    indirectly, by Quebecor Media Inc. are owned free and clear of any Charges,
    other than Permitted Charges.

    11.18   ABSENCE OF DEFAULT

    There exists no Default or Event of Default hereunder.

    11.19   AGREEMENTS WITH THIRD PARTIES

    Each member of the VL Group is in compliance in all material respects with
    each and every one of its obligations under agreements with third parties to
    which it is a party or by which it is bound, the breach of which could be
    expected to result in a Material Adverse Change.

    11.20   ENVIRONMENT

       11.20.1  There are no existing claims, demands, suits, proceedings or
              actions of any nature whatsoever, whether threatened or pending,
              arising out of the presence on any property owned or controlled by
              any member of the VL Group, either past or present, of any
              hazardous substance or hazardous waste, or out of any past or
              present activity conducted on any property now owned by any member
              of the VL Group, whether or not conducted by any member of the VL
              Group, involving hazardous substances or hazardous waste, which
              would reasonably be expected to result in a Material Adverse
              Change;

       11.20.2  To the best of the knowledge of the Borrower, after due enquiry:

              (a) there is no hazardous substance or hazardous waste existing on
                  or under any property of any member of the VL Group which
                  constitutes a material violation of any ordinance, statute or
                  law for which an owner, operator or person in control of a
                  property may be held liable;

              (b) the business of each member of the VL Group is being carried
                  on so as to respect in all material ways the Laws applicable
                  to environmental and health and safety matters; and

              (c) no contaminant, pollutant, toxic substance or material or
                  dangerous waste has been spilled or emitted into the
                  environment from any property owned, operated or controlled by
                  any member of the VL Group for which such member of the VL
                  Group could have any material liability.

    11.21   SURVIVAL OF REPRESENTATIONS AND WARRANTIES

    All of the representations and warranties made hereunder are true and
    correct at the Closing Date, shall be true and correct at the date of any
    Advance hereunder (except where qualified in this Article 11 as being made
    as at a particular date), shall survive the execution and delivery of this
    Agreement, any investigation by or on behalf of the Lenders or the making of
    any Advance hereunder, and none of same are nor shall be waived, except in
    writing.

12. COVENANTS

For so long as the Loan remains outstanding and unpaid, or the Borrower is
entitled to borrow hereunder (whether or not the conditions precedent to such
borrowing have been or may be satisfied) and unless the Agent shall otherwise
agree in writing, the Borrower, for itself and each member of the VL Group and
with respect to itself and each member of the VL Group, agrees as follows:

    12.1    PRESERVATION OF JURIDICAL PERSONALITY

    It shall do or cause to be done all things necessary to preserve and
    maintain its corporate existence in full force and effect, except as
    permitted under Sections 13.1 and 13.3.

                                       38
<Page>
    12.2    PRESERVATION OF LICENCES

    It shall maintain in effect and obtain, where necessary, all such
    authorizations, approvals, Licences, licences or consents of such
    governmental agencies, whether federal, provincial or local, which may be or
    become necessary or required for each member of the VL Group to carry on its
    businesses and to satisfy its obligations hereunder and under the Security
    Documents.

    12.3    COMPLIANCE WITH APPLICABLE LAWS

    It shall conduct its business in a proper and efficient manner and shall
    keep or cause to be kept appropriate books and records of account, in
    compliance with the Law, and shall record or cause to be recorded faithfully
    and accurately all transactions with respect to its business in accordance
    with GAAP applied on a consistent basis, and shall comply with all
    requirements of Law and with all the conditions attaching to its permits,
    authorizations, Licences, licences, certificates and approvals in all
    material respects.

    12.4    MAINTENANCE OF ASSETS

    It shall maintain or cause to be maintained in good operating condition all
    of its assets used or useful in the conduct of its business, as would a
    prudent owner of similar property, whether same are held under lease or
    under any agreement providing for the retention of ownership, and shall from
    time to time make or cause to be made thereto all necessary and appropriate
    repairs, renewals, replacements, additions, improvements and other works
    except as permitted under Section 13.3.

    12.5    BUSINESS

    It shall not substantially change the nature of its business activities from
    its Core Business.

    12.6    INSURANCE

    It shall maintain insurance coverage with responsible insurers, in amounts
    and against risks normally insured by owners of similar businesses or assets
    in areas which are generally similar to those in which the members of the VL
    Group are engaged. By no later than the Phase II Date, all such policies of
    insurance will contain a standard "mortgage clause" acceptable to the Agent
    providing that no such policy may be cancelled without the insurer providing
    not less than 30 days' prior written notice to the Agent. The insurance
    policies confirming the insurance required hereunder shall not contain any
    co-insurance provisions except to the extent such co-insurance provisions
    would normally appear in policies covering other Persons engaged in similar
    businesses and owning similar properties as the VL Group, and consistent
    with prudent business practices.

    If any proceeds of such insurance become payable at any time, the member of
    the VL Group entitled to receive same, subject to the rights of the Agent on
    behalf of the Lenders, shall be entitled to receive such proceeds up to an
    amount of $50,000,000 in the aggregate; any proceeds in excess of such
    amount shall, if requested by the Borrower, be held by the Agent for
    reinvestment by the Borrower or the relevant Guarantor in capital assets in
    the Core Business within a period of 12 months from the date of receipt and
    otherwise shall be paid to the Agent for the benefit of the Lenders as a
    Mandatory Repayment in accordance with the provisions of Section 8.2.

    12.7    PAYMENT OF TAXES AND DUTIES

    It shall pay all taxes, assessments and other governmental duties which are
    imposed on it or on its income or profits or its assets, when due and
    payable, provided that no such tax, assessment or duty need be paid if
    (a) it is being contested in good faith by appropriate proceedings promptly
    initiated and diligently conducted, and (b) such reserves or other
    appropriate provision, if any, as shall be required by GAAP shall have been
    made therefor, and (c) the outcome of such contestation would not reasonably
    be expected to result in a Material Adverse Change.

                                       39
<Page>
    12.8    ACCESS AND INSPECTION

    It shall allow the employees and representatives of the Agent, during normal
    business hours, to have access to and inspect the assets of the members of
    the VL Group, to inspect and take extracts from or copies of the books and
    records of the members of the VL Group and to discuss the business, assets,
    liabilities, financial position, operating results or business prospects of
    the members of the VL Group with the principal officers of the members of
    the VL Group and, after obtaining the approval of the Borrower which shall
    not be unreasonably withheld, with the auditors of the Borrower.

    12.9    MAINTENANCE OF ACCOUNT

    It shall maintain operating accounts at the Branch or other branches of the
    Agent at all times during the Term. In addition, the Lenders shall have the
    right to provide all of the auxiliary non-credit banking services to the
    Borrower, at fees acceptable to the relevant Lender and the Borrower, acting
    reasonably.

    12.10   PERFORMANCE OF OBLIGATIONS

    It shall perform all obligations in the ordinary course of business, except
    to the extent that the non-fulfilment of same would not reasonably be
    expected to result in a Material Adverse Change, and except where the same
    are being contested in good faith, if the outcome of such contestation would
    not reasonably be expected to result in a Material Adverse Change.
    Notwithstanding the foregoing contained in this Section 12.10, it shall
    punctually pay all amounts due or to become due under this Agreement.

    12.11   MAINTENANCE OF RATIOS

    At the end of each quarter during the Term commencing February 28, 2001, on
    a rolling four-quarter basis, the VL Group shall maintain the following
    ratios, provided that (a) the first test as at February 28, 2001, shall be
    calculated by extrapolating from the relevant results for that quarter;
    (b) the second test effective May 31, 2001 shall be calculated by
    extrapolating from the relevant results for that quarter and the preceding
    quarter; (c) the third test effective August 31, 2001 shall be calculated by
    extrapolating from the relevant results for that quarter and the 2 preceding
    quarters and (d) the fourth and all subsequent tests shall be calculated in
    respect of the preceding four quarters:

       12.11.1  LEVERAGE RATIO. A Leverage Ratio not exceeding the following:

<Table>
<Caption>
------------------------------------------------------------------
         QUARTER ENDING                MAXIMUM LEVERAGE RATIO
<S>                               <C>
------------------------------------------------------------------
August 31, 2001                                5.0:1
December 31, 2001
March 31, 2002
June 30, 2002
September 30, 2002
------------------------------------------------------------------
December 31, 2002                              4.5:1
March 31, 2003
June 30, 2003
------------------------------------------------------------------
September 30, 2003                             5.0:1
December 31, 2003
March 31, 2004
June 30, 2004
------------------------------------------------------------------
September 30, 2004                             4.75:1
December 31, 2004
March 31, 2005
June 30, 2005
------------------------------------------------------------------
Thereafter                                     4.5:1
------------------------------------------------------------------
</Table>

                                       40
<Page>
       12.11.2  INTEREST COVERAGE RATIO. An Interest Coverage Ratio of at least:

<Table>
<Caption>
--------------------------------------------------------------------------
           QUARTER ENDING               MINIMUM INTEREST COVERAGE RATIO
<S>                                   <C>
--------------------------------------------------------------------------
August 31, 2001                                      1.75:1
December 31, 2001
--------------------------------------------------------------------------
March 31, 2002                                       2.00:1
June 30, 2002
September 30, 2002
December 31, 2002
--------------------------------------------------------------------------
March 31, 2003                                       2.50:1
June 30, 2003
September 30, 2003
December 31, 2003
--------------------------------------------------------------------------
March 31, 2004                                       3.00:1
and thereafter
--------------------------------------------------------------------------
</Table>

       12.11.3  SENIOR SECURED DEBT COVERAGE RATIO. A Senior Secured Debt
              Coverage Ratio of not more than 2.5:1.

       For greater certainty and without limiting any provision of this
       Agreement, the Borrower acknowledges that the failure to respect any of
       the foregoing financial ratios at any time during the Term constitutes a
       material breach of this Agreement.

    12.12   MANDATORY REPAYMENTS

    It shall pay to the Lenders any amounts required to be paid in accordance
    with Section 8.2.

    12.13   MAINTENANCE OF SECURITY

    It shall take all necessary steps to preserve and maintain in effect the
    rights of the Agent and the Lenders, as well as any collateral agent
    designated by the Agent, pursuant to the Security Documents, together with
    any renewals thereof or additional documents creating Charges that may be
    required from time to time, and shall provide the Compliance Certificates
    setting out the applicable amount, as at the end of each financial quarter,
    of the Guarantees as contemplated by Section 9.3. In addition, if any new
    Subsidiary of any member of the VL Group is created or Acquired, or if a
    Person otherwise becomes a member of the VL Group, such Subsidiary will
    provide Security of the nature described in Article 9.

    12.14   PAYMENT OF LEGAL FEES AND OTHER EXPENSES

    Whether the transactions contemplated by this Agreement are concluded or not
    and whether or not any part of the Credit is actually advanced, in whole or
    in part, the Borrower shall pay all reasonable costs relating to the Credit,
    including in particular:

       12.14.1  the reasonable legal fees and costs incurred by the Agent and
              the Lenders for the negotiation, drafting, signing, registration,
              publication and/or service of the commitment letter, this
              Agreement and the Security Documents, as well as any amendments,
              renunciations, consents or examinations pertaining to this
              Agreement and the Security Documents; and

       12.14.2  the reasonable costs of syndicating and advertising, as well as
              all reasonable fees, including reasonable legal fees and costs,
              incurred by the Agent, any collateral agent designated by the
              Agent, and the Lenders to preserve, enforce or exercise their
              respective rights hereunder or under the Security Documents
              following an action, a Default or an omission of the Borrower or
              of any other member of the VL Group.

                                       41
<Page>
    All amounts due to the Agent and the Lenders pursuant hereto shall bear
    interest on the Prime Rate Basis from the date of their disbursement by the
    Lenders or from the date of their undertaking until the Borrower has repaid
    same in full, with interest on unpaid interest, as in the case of the Prime
    Rate Advances, taking into account such modifications as may be necessary.
    The obligations of the Borrower under this Section 12.14 shall subsist
    notwithstanding the full repayment of the Loan under the provisions hereof.

    12.15   FINANCIAL REPORTING

    For so long as the Loan remains outstanding and unpaid, or the Borrower is
    entitled to borrow hereunder (whether or not the conditions precedent to
    such borrowing have been or may be satisfied) and unless the Lenders shall
    otherwise agree in writing, the Borrower agrees to provide or cause to be
    provided to the Agent, with sufficient copies for the Agent and each Lender,
    and so undertakes:

       12.15.1  QUARTERLY STATEMENTS

           Within 60 days after the end of each financial quarter of each
           financial year of the Borrower (other than the last quarter):

           (a) the unaudited Consolidated balance sheet of the VL Group as at
              the end of such quarter and the related Consolidated statements of
              earnings and cash flows, for the period then ended, in each case
              with comparative figures for the same period for the immediately
              preceding financial year and in respect of the preceding financial
              year end; and

           (b) the unaudited consolidated balance sheet of the Borrower as at
              the end of such quarter and the related consolidated statements of
              earnings and cash flows of the Borrower, determined in accordance
              with GAAP, for the period then ended, in each case with
              comparative figures for the same period for the immediately
              preceding financial year and in respect of the preceding financial
              year end; and

           (c) a Compliance Certificate of the chief financial officer of the
              Borrower in the form of Schedule "J" and setting forth the
              information necessary to determine whether the Borrower has
              complied with the covenants contained in Section 12.11, as well as
              a reconciliation of the financial statements prepared in
              accordance with GAAP to the information used in determining
              compliance with the financial covenants using GAAP as at the Sixth
              Amendment Closing Date, certifying that the Borrower is in
              compliance with all of its covenants hereunder and that no Default
              or Event of Default has come to the attention of the officer of
              the Borrower signing the certificate, after due inquiry, or if a
              Default or an Event of Default has occurred, setting out the
              relevant particulars thereof, the period of existence thereof and
              what action the Borrower has taken or proposes to take with
              respect thereto (a "COMPLIANCE CERTIFICATE").

       12.15.2  ANNUAL STATEMENTS

           (a) Within 120 days following the end of each financial year of the
              Borrower, the audited Consolidated balance sheet of the VL Group
              as at the end of such year and the related Consolidated statements
              of earnings and cash flows for such financial year, together with
              comparative figures for the immediately preceding year, the whole
              as certified without qualification by the current auditors of the
              Borrower or otherwise by another reputable firm of independent
              chartered accountants acceptable to the Agent, together with the
              unaudited consolidated balance sheet of the Borrower as at the end
              of such year and the related consolidated statements of earnings
              and changes in financial position for such financial year,
              determined in accordance with GAAP, together with comparative
              figures for the immediately preceding year, and any audited
              statements of any other member of the VL Group that may be
              prepared; and

           (b) Within 75 days following the end of each financial year of the
              Borrower, a Compliance Certificate, based on unaudited financial
              information, to be updated and replaced by a second Compliance
              Certificate to be provided along with the audited financial
              statements referred to in paragraph (a) above.

                                       42
<Page>
       12.15.3  OTHER INFORMATION

           (a) Within 75 days following the end of each financial year of the
              Borrower commencing with the financial year ending August 31,
              2001, the Annual Business Plan, which shall promptly be submitted
              to the Agent for the Lenders; and

           (b) Within 75 days following the end of each financial quarter of the
              Borrower, a certificate of its Chief Financial Officer certifying
              a detailed calculation of Excess Cash Flow (in such form and
              providing such detail as the Agent may reasonably require) during
              such quarter (the "EXCESS CASH FLOW CERTIFICATE"); and

           (c) from time to time and forthwith upon demand by the Agent, such
              data, reports, statements, documents or other additional
              information pertaining to the business, assets, liabilities,
              financial position, operating results or business prospects of the
              VL Group as the Agent may request, acting reasonably.

    12.16   NOTICE OF CERTAIN EVENTS

    The Borrower shall advise the Agent forthwith upon the occurrence of any of
    the following events:

       12.16.1  The commencement of any proceeding or investigation by or before
              any governmental body and any action or proceeding before any
              court or arbitrator against any member of the VL Group, or any of
              its property, assets or activities which could reasonably be
              expected to result in a Material Adverse Change;

       12.16.2  The occurrence of any Material Adverse Change which is known to
              the Borrower or any other member of the VL Group, acting
              reasonably;

       12.16.3  Any Default or Event of Default, specifying in each case the
              relevant details and the action contemplated in this respect.

    12.17   CF CABLE INTER-CREDITOR AGREEMENT

    The Borrower agrees to use its best efforts to obtain the consent, waiver or
    amendment to the Inter-Creditor Agreement required by the Lenders on the
    Sixth Amendment Closing Date from the holders of the CF Cable Notes.

    12.18   ACCURACY OF REPORTS

    All information, reports, statements and other documents and data provided
    to the Agent or the Lenders, whether pursuant to this Article or any other
    provisions of this Agreement shall, at the time same shall be provided, be
    true, complete and accurate in all material respects to the extent necessary
    to provide the Lenders with a true and accurate understanding of their
    effect.

13. NEGATIVE COVENANTS

For so long as the Loan or any other amounts payable hereunder to the Lender
remain outstanding and unpaid, or the Borrower is entitled to borrow hereunder
(whether or not the conditions precedent to such borrowing have been or may be
satisfied), the Borrower, for itself and each member of the VL Group and with
respect to itself and each member of the VL Group agrees that it shall not do
any of the following:

    13.1    LIQUIDATION AND AMALGAMATION

    Liquidate or dissolve or take any steps to amalgamate, consolidate or effect
    any restructuring or corporate or capital reorganization, or change its head
    or registered office, except where (I) (a) the surviving entity of any such
    amalgamation or merger assumes all of the obligations hereunder and (b) the
    transaction in question is between a member of the VL Group and its
    wholly-owned Subsidiaries or is among wholly-owned Subsidiaries

                                       43
<Page>
    of the same member of the VL Group; or (II) in all other cases, the
    transaction in question, in the sole opinion of the Lenders, acting
    reasonably, does not have a detrimental effect on the financial condition of
    the VL Group or on the position of the Lenders and their Security under the
    Security Documents or otherwise. Notwithstanding the foregoing, no member of
    the VL Group may become a Subsidiary of (i) CF Cable TV Inc. until the CF
    Cable Notes have been repaid in full, or (ii) a Person who is a non-resident
    of Canada within the meaning of the INCOME TAX ACT (Canada), without the
    prior written consent of the Lenders. For greater certainty, the Lenders
    hereby consent to the Merger pursuant to this Section 13.1 (ii), subject to
    compliance with the conditions precedent set out in Sections 10.2 and 10.3,
    and subject to the following:

       13.1.1   All of the representations and warranties and covenants
              contained herein shall apply to VTL as and from the date of the
              Merger;

       13.1.2   VTL shall become a member of the VL Group as and from the date
              of the Merger;

       13.1.3   each of the Security Documents with respect to movable
              (personal) property referred to in subsection 9.2.9 shall have
              been executed, delivered, issued or assigned and registered or
              published, as the case may be, wherever required, and provided
              that the Security Documents required with respect to immovable
              property are executed, delivered and registered or published, as
              the case may be, wherever required, within 60 days following the
              Merger as set out in subsection 9.2.9; and

       13.1.4   The Borrower shall have delivered to the Agent a certificate in
              the form of Schedule "F" signed by an officer stipulating and
              certifying that:

           (a) such officer has taken cognizance of all the terms and conditions
              of this Agreement and of all contracts, agreements and deeds
              pertaining hereto;

           (b) no Default or Event of Default has occurred or exists hereunder;

           (c) the corporate structure of the VL Group is as set out in the
              diagram attached to the certificate;

           (d) Videotron Telecom Ltd. has no Debt as of the date of the Merger,
              and has no material liabilities other than those that have been
              disclosed to the Lenders in the financial statements provided to
              the Lenders immediately prior to the Seventh Amendment Closing
              Date and liabilities incurred in the ordinary course of business
              since that date;

           (e) each member of the VL Group holds the permits, Licences, licences
              and authorizations required in order to permit it to possess its
              property and its real estate and to carry on its business in the
              manner in which it is being carried on at present, including all
              Regulatory Approvals; and

           (f)  all property to be charged by the Security Documents is located
              in the jurisdictions described in a schedule thereto;

    13.2    CHARGES

    Create, assume, enter into or permit to subsist, directly or indirectly, any
    Charge on the property of any member of the VL Group, other than Permitted
    Charges.

    13.3    ASSET DISPOSITIONS

    The VL Group shall not permit an Asset Disposition of all or any part of
    their property or assets (whether presently held or subsequently acquired),
    other than sales at fair market value, and, in such case, only if (a) at the
    time of the proposed Asset Disposition, there is no Default or Event of
    Default hereunder and the proposed Asset Disposition will not cause such a
    Default or Event of Default, (b) the Net Proceeds of such Asset Disposition
    are dealt with in accordance with the provisions of Section 8.2, and (c) the
    amount of (A) EBITDA generated during the preceding 12 months by the assets
    comprised in any such Asset Disposition, plus (B) the aggregate 12-month
    trailing EBITDA generated by all other assets comprised in all previous
    Asset Dispositions made during the Term (calculated as of the date of the
    applicable Asset Disposition), does not exceed 15% of the VL Group's EBITDA
    for the 12 months ending on the last day of

                                       44
<Page>
    the month immediately preceding the date of the proposed Asset Disposition;
    provided that the VL Group shall be permitted to make (i) dispositions of
    inventory in the ordinary course of business, (ii) dispositions of
    machinery, equipment, spare parts and materials, appliances or vehicles, if
    same are no longer necessary or useful to the operation of the business or
    have become obsolete, worn out, surplus, damaged or unusable, as well as the
    non-material assets listed in Schedule "I" consisting of surplus real estate
    of the VL Group, which are excluded from the Security and not subject to any
    Charge thereunder, (iii) exchanges of assets between members of the VL Group
    that have provided unlimited Guarantees and Security to the Agent for the
    Lenders. In the event of any such permitted Asset Disposition to a Person
    other than a member of the VL Group, the Security on the assets so disposed
    of shall be discharged by the Agent without any requirement to obtain the
    consent of the Lenders. In addition, any member of the VL Group (other than
    VTL until it has provided Security on all of its assets) shall be permitted
    to dispose of Back-to-Back Preferred Shares in order to repay Back-to-Back
    Debt, and shall also be permitted to dispose of property as part of a Tax
    Benefit Transaction, provided that (A) no Default or Event of Default exists
    at the time and (B) disposing of such Back-to-Back Preferred Shares or
    property as part of a Tax Benefit Transaction will not cause a Default or an
    Event of Default.

    13.4    PRESERVATION OF CAPITAL

    Neither the Borrower nor any of the Guarantors (other than Quebecor
    Media Inc.) shall: (a) return any capital to its shareholders or purchase,
    redeem, repurchase or otherwise acquire, directly or indirectly, for
    consideration, any shares of any class of its capital stock now or
    subsequently issued, or any other equity security issued by it of any nature
    (including warrants and options), (b) declare, pay or set aside for payment
    any dividend or distribution whatsoever in respect of any share of the
    capital stock of the Borrower or any of the Initial VL Group Guarantors
    (provided that (x) a dividend or other distribution in an amount of
    approximately $150,000,000 paid by the Borrower to GVL to permit GVL to
    repay certain Debt to the Borrower (the "GVL DISTRIBUTION"),
    (y) distributions arising under Back-to-Back Transactions and Tax Benefit
    Transactions, and (z) distributions consisting of (1) a quarterly payment
    equal to (aa) 100% of Excess Cash Flow if the Leverage Ratio, calculated on
    a PRO FORMA basis after taking into account the payment proposed, is greater
    than 3.5:1 but less than or equal to 4.0:1, or (bb) 50% of Excess Cash Flow
    if the Leverage Ratio, calculated on a pro forma basis after taking into
    account the payment proposed, is more than 4.0:1, and (2) a maximum of
    $50,000,000 net during the Term (provided that no Advance for such purpose
    shall be made if the amount of the Credit available under the Revolving
    Facility, after the disbursement of such Advance, would be less than
    $50,000,000), by way of loans, dividends, return of capital or share
    repurchases, or (c) set aside any funds for any of the purposes proscribed
    in paragraphs (a) or (b). However, transactions of the nature described in
    paragraphs (a), (b) and (c) will be permitted (i) if all amounts so paid
    under such provisions are paid to the Borrower or to a Guarantor that has
    provided an unlimited Guarantee and the Security to the Agent on behalf of
    the Lenders, or (ii) if the Leverage Ratio, calculated on a PRO FORMA basis
    after taking into account the payment proposed, is less than or equal to
    3.5:1; provided that, with respect to any of the transactions described in
    paragraphs (a), (b) or (c), (A) no Default or Event of Default exists at the
    time and (B) making the payment of such amount will not cause a Default or
    Event of Default.

    13.5    RESTRICTIONS ON SUBSIDIARIES

    Without the consent of the Majority Lenders, no Subsidiary of the Borrower
    or of any Guarantor shall assume, enter into or otherwise become bound by
    any agreement or undertaking (including any undertaking in the HYD Offering
    or any Additional Offering) that would reasonably be expected to prevent
    such Person from declaring or paying dividends or inter-company payments or
    distributions of any kind to the Borrower, except as contained (a) herein,
    (b) in the CF Cable Notes, until repayment of same, or (c) in the Quebecor
    Media Facility.

    13.6    ISSUANCE AND TRANSFER OF SHARES

    Issue any shares of its capital stock to which are attached voting rights or
    allow any such shares to be transferred, assigned or otherwise alienated,
    unless the proceeds thereof are used in accordance with

                                       45
<Page>
    Section 8.2, or such shares are pledged in favour of the Agent on behalf of
    the Lenders under the share pledge agreements contemplated by
    subsection 9.1.2 or 9.2.3.

    13.7    ACQUISITIONS

    Make any Acquisition, in any manner whatsoever, directly or indirectly,
    other than an Acquisition required for the purpose of carrying on its
    business in the ordinary course, or permit any Subsidiary or Subsidiaries to
    be constituted otherwise than in accordance with the provisions of
    Section 13.11, except that (A) the members of the VL Group shall be
    permitted to make Acquisitions in the Core Business and to create
    Subsidiaries if: (a) no Default or Event of Default exists at the time,
    (b) paying the purchase price in respect of such Acquisition will not cause
    a Default or Event of Default, and (c) any Person which is Acquired or
    created as a Subsidiary becomes a member of the VL Group and provides the
    Security contemplated by Article 9, and (B) any member of the VL Group shall
    be permitted to acquire Back-to-Back Securities in an amount not exceeding
    the amount of the corresponding Back-to-Back Securities, and shall also be
    permitted to acquire property as part of a Tax Benefit Transaction, provided
    that (A) no Default or Event of Default exists at the time and
    (B) acquiring such Back-to-Back Preferred Shares or property as part of a
    Tax Benefit Transaction will not cause a Default or an Event of Default.

    13.8    DEBT AND GUARANTEES

    Incur or assume Debt, provide Guarantees or render itself liable in any
    manner whatsoever, directly or indirectly, for any Indebtedness or
    obligation whatsoever of another Person, except (a) hereunder for the
    purposes set forth in Section 3.1; (b) under the CF Cable Notes, limited to
    the amount outstanding thereunder at the Closing Date, or any Debt incurred
    on the refinancing of the CF Cable Notes by a member of the VL Group, which
    refinancing shall be only on an unsecured basis and for an amount not in
    excess of US$100,000,000; (c) that a member of the VL Group may provide
    financial assistance to another member of the VL Group that has provided an
    unlimited Guarantee and the Security to the Agent on behalf of the Lenders;
    (d) under the Cash Management Agreements; (e) in connection with the
    Acquisition of Consortium Cable-Axion Digitel Inc., in respect of which not
    more than $20,000,000 will be due; (f) in connection with the Borrower's
    existing commercial paper program which will be terminated on or before
    December 31, 2000; (g) in connection with Debt incurred or assumed that is
    secured by Permitted Charges, and within the limits applicable thereto;
    (h) in connection with Back-to-Back Transactions and Tax Benefit
    Transactions; (i) in connection with the HYD Offering; (j) that the Borrower
    may incur or assume Debt by way of Additional Offerings, and that the
    members of the VL Group may provide unsecured Guarantees in respect of
    obligations of the Borrower under any such Debt outstanding at any time, to
    the extent that the Borrower complies with the applicable Leverage Ratio
    calculated on a PRO FORMA basis; (k) the Borrower may borrow Subordinated
    Debt from Quebecor Media Inc. in an initial principal amount of up to
    $150,000,000, with interest at a rate not exceeding the three month bankers'
    acceptance rate quoted on Reuter's Services, page CDOR, as at approximately
    10:00 a.m. on such day plus 1.5% per annum (together with interest accrued
    thereon or paid in kind, the "QMI SUBORDINATED DEBT"); (l) in connection
    with an unsecured cash management credit facility limited to a maximum
    amount of $10,000,000, provided that the aggregate amount of such cash
    management facility and the Cash Management Facility shall never exceed
    $15,000,000; (m) in connection with other Subordinated Debt; provided that,
    with respect to any of the matters described in paragraphs (c) to (l) above
    inclusive, (A) no Default or Event of Default exists at the time,
    (B) incurring or assuming such Debt (including by way of providing such
    Guarantee) will not cause a Default or Event of Default, and (C) on a
    PRO FORMA basis, the incurrence or assumption of such Debt would not
    reasonably be expected to cause the Borrower to breach any of its covenants
    under Section 12.11 hereof.

    13.9    FINANCIAL ASSISTANCE BY THE VL GROUP

    Make any loan or advance to any party other than (a) as contemplated by
    Sections 13.4 and 13.7, or (b) to another member of the VL Group that has
    provided an unlimited Guarantee and the Security to the Agent on behalf of
    the Lenders and has fully guaranteed the obligations of the Borrower
    hereunder, or (c) by way of Back-to-Back Transactions or Tax Benefit
    Transactions, or (d) under the Cash Management Facilities.

                                       46
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    Notwithstanding the foregoing, the VL Group shall be entitled to provide
    financial assistance to their customers in the ordinary course of the Core
    Business by way of subsidizing consumer equipment purchases and leases and
    similar transactions.

    13.10   SUBORDINATED DEBT

    Repay any Debt the repayment of which is subordinated to the rights of the
    Lenders, or pay any interest due to the creditor of any such Debt, other
    than (a) interest due in respect of Subordinated Debt (including the QMI
    Subordinated Debt), provided (for greater certainty) that no Default has
    occurred or will occur as a result of such payment, and (b) any amount due
    under or in connection with the QMI Subordinated Debt, provided that the
    amount so repaid, together with the amounts distributed by the Borrower in
    accordance with Section 13.4, do not in the aggregate exceed the amounts
    permitted to be distributed by the Borrower under Section 13.4, and (c) in
    respect of Back-to-Back Securities or Back-to-Back Transactions. In
    addition, the Borrower may agree to the conversion of the QMI Subordinated
    Debt into equity, provided that any new shares resulting from such
    conversion are pledged to the Agent on behalf of the Lenders.

    13.11   MEMBERS OF THE VL GROUP, RELATED PARTY TRANSACTIONS

    Prior to the Phase II Date, permit any member of the VL Group to cease being
    wholly-owned, or create or acquire any Subsidiaries other than wholly-owned
    Subsidiaries; provided that Tele-Cable Charlevoix Inc. and Societe d'Edition
    et de Transcodage T.E. Ltee. need not be wholly-owned. On and after the
    Phase II Date, permit any Change in Control of the Borrower and the Initial
    VL Group Guarantors. In addition, no transaction shall be entered into by
    any member of the VL Group with any Associate of any member of the VL Group
    except on fair market terms and conditions as would be contracted by Persons
    dealing at arms' length, provided that this last sentence shall not apply to
    the transactions expressly permitted by paragraph (h) of Section 13.8;
    provided, however, for greater certainty, that to the extent payments made
    in connection with or in respect of the Back-to-Back Transactions are made
    to any Affiliates of the Borrower that are not members of the VL Group, all
    corresponding payments required to be paid by such Affiliates pursuant to
    the related Back-to-Back Securities are received, immediately prior to,
    concurrently with or immediately subsequent to any such payments, by all
    applicable members of the VL Group, and each such payment by a member of the
    VL Group shall be conditional upon receipt of an equal or greater amount
    from such non-member of the VL Group that is an Affiliate. Finally, payment
    of a management fee or other similar expense by the Borrower to its direct
    or indirect parent company shall be permitted for bona fide services
    (including reimbursement for expenses incurred in connection with, or
    allocation of corporate expenses in relation to, providing such services)
    provided to, and directly related to the operations of, the VL Group, in an
    aggregate annual amount not to exceed 1.25% of consolidated revenues (being
    gross revenues of the VL Group calculated in accordance with GAAP, less any
    amounts derived from Subsidiaries that are not members of the VL Group, and
    save that any portion of such gross revenues derived from a Person that is
    not a Subsidiary of the Borrower accounted for by the equity method of
    accounting shall be included in such calculation only to the extent of the
    amount of dividends or distributions actually paid to a member of the
    VL Group by such Person) in any twelve-month period.

    13.12   DERIVATIVE INSTRUMENTS

    Enter into any Derivative Instruments other than for the purposes of hedging
    interest rate, commodity or foreign exchange exposure, and not for the
    purpose of speculation.

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14. EVENTS OF DEFAULT AND REALIZATION

    14.1    EVENT OF DEFAULT

    The occurrence of any of the following events shall constitute an Event of
    Default unless remedied within the prescribed delays or renounced to in
    writing:

       14.1.1   If the Borrower fails to make any payment of interest or
              principal with respect to the Loan when due; or

       14.1.2   If the VL Group fails to respect any of the financial tests set
              out in Section 12.11 hereof at any time;

       14.1.3   If the Borrower or any Guarantor fails to respect any of its
              other obligations and undertakings hereunder or under the Security
              Documents or another undertaking of the Borrower or any other
              Guarantor with respect to the Loan not otherwise contemplated by
              this Section 14.1 and has not remedied the Default within fifteen
              (15) days following the date on which the Agent has given written
              notice to the Borrower; or

       14.1.4   If (a) the Borrower or any Guarantor commits an act of
              bankruptcy within the meaning of the Bankruptcy and Insolvency
              Act, makes an assignment in favour of its creditors, consents to
              the filing of a petition for a receiving order against it,
              files a proposal within the meaning of the Bankruptcy and
              Insolvency Act, or makes a motion to a tribunal to name, or
              consents to, approves or accepts the appointment of a trustee,
              receiver, liquidator or sequestrator with respect to itself or its
              property, commences any other proceeding with respect to itself or
              its property under the provisions of any law contemplating
              reorganizations, proposals, rectifications, compromises or
              liquidations in connection with insolvent Persons, in any
              jurisdiction whatsoever; or (b) a trustee, receiver, liquidator or
              sequestrator is named with respect to the Borrower, any Guarantor
              or its property, or the Borrower or any Guarantor is judged
              insolvent or bankrupt; or (c) a proceeding seeking to name a
              trustee, receiver, liquidator or sequestrator, or to force the
              Borrower or any Guarantor into bankruptcy, is commenced against
              the Borrower or any Guarantor and is not settled or withdrawn
              within a delay of 30 days; or

       14.1.5   If the Borrower or any Guarantor is in default with respect to
              any Indebtedness (other than amounts due to the Lenders hereunder)
              which has resulted in Indebtedness in excess of an amount of
              $10,000,000 ($25,000,000 in the case of Quebecor Media Inc.)
              becoming payable prior to its stated maturity or scheduled
              repayment date; or

       14.1.6   If one or more judgments is rendered by a competent tribunal
              against the Borrower or any Guarantor in an aggregate amount in
              excess of $10,000,000 ($25,000,000 in the case of Quebecor
              Media Inc.) (net of applicable insurance coverage pursuant to
              which liability is acknowledged in writing by the insurer, with a
              copy promptly provided to the Agent on behalf of the Lenders) and
              remains undischarged or unsatisfied for a period ending on the
              earlier of (a) 25 days from such judgment, or (b) the 5th day
              prior to the date on which such judgment becomes executory; or

       14.1.7   If property of any of the Borrower or any Guarantor having a
              total value in excess of $10,000,000 ($25,000,000 in the case of
              Quebecor Media Inc.) is the object of one or more seizures or
              takings of possession or other legal proceedings by creditors, and
              is not released within 15 days in respect of movable property or
              45 days in respect of immovable property, and in any event, not
              less than 10 days prior to the date fixed for any sale of such
              property; or

       14.1.8   If any statement, attestation, financial statement, report,
              data, representation or warranty which was given by, for the
              account of or in the name of the Borrower or any Guarantor to the
              Lenders, with respect to this Agreement or any Security Documents,
              is revealed at any time to be misleading or incorrect in any
              material respect when it was made, and if any event or
              circumstance which makes such statement, attestation, financial
              statement, report, data, representation or warranty misleading in
              any material respect is capable of being remedied, such action as
              may be required to remedy same shall not have been completed
              within 15 days of the

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              earlier of (a) the Agent notifying the Borrower or, as the case
              may be, a Guarantor of such breach, or (b) the Borrower notifying
              the Agent of the Default in accordance with subsection 12.16.3; or

       14.1.9   If in the opinion of the Lenders, acting in good faith, there
              occurs a Material Adverse Change and the situation has not been
              remedied within 15 days following the earlier of the date on which
              (a) the Agent gave notice thereof to the Borrower, or (b) the
              Borrower gave notice to the Agent in accordance with
              subsection 12.16.3; or

       14.1.10  If a Change in Control occurs; or

       14.1.11  If any Guarantee to be provided by any Guarantor hereunder is or
              purports to be terminated by notice given under article 2362 of
              the Quebec Civil Code.

    14.2    REMEDIES

    If an Event of Default occurs under subsection 14.1.4, the Loans shall
    immediately become due and exigible, without presentation, demand, protest
    or other notice of any nature, to which the Borrower hereby expressly
    renounces. If any other Event of Default occurs, the Agent may, at its
    option, and shall if required to do so by the Lenders, declare immediately
    due and exigible, without presentation, demand, protest or other notice of
    any nature, to which the Borrower hereby expressly renounces,
    notwithstanding any provision to the contrary effect in this Agreement or in
    the Security Documents:

       14.2.1   the entire amount of the Loan, including the amount
              corresponding to the principal amount of the BA Advances then
              outstanding, in principal and interest, notwithstanding the fact
              that one or more of the holders of the Bankers' Acceptances issued
              pursuant to the provisions hereof have not demanded payment in
              whole or in part or have demanded only partial payment from the
              Lenders, and the amount of the Negative Value of Derivative
              Instruments. The Borrower shall not have the right to invoke
              against the Lenders any defence or right of action,
              indemnification or compensation of any nature or kind whatsoever
              that the Borrower may at any time have or have had with respect to
              any holder of one or more of the Derivative Instruments or
              Bankers' Acceptances issued in accordance with the provisions
              hereof; and

       14.2.2   an amount equal to the amount of losses, costs and expenses
              assumed by the Lenders and referred to in Section 7.2; and

    the Credit shall cease and as and from such time shall be cancelled, and the
    Lenders may exercise all of their rights and recourses under the provisions
    of this Agreement and of the Security Documents. For greater certainty, from
    and after the occurrence of any Default or Event of Default, the Lenders
    shall not be obliged to make any further Advances under the Credit.

    14.3    BANKRUPTCY AND INSOLVENCY

    If the Borrower files a notice of intention to file a proposal, or files a
    proposal under the Bankruptcy and Insolvency Act, or if the Borrower obtains
    the permission of the court to file a Plan of Arrangement under the
    Companies' Creditors Arrangements Act, and if a stay of proceedings is
    obtained or ordered under the provisions of either of those statutes,
    without prejudice to the Lenders' rights to contest such stay of
    proceedings, the Borrower covenants and agrees to continue to pay interest
    on all amounts due to the Lenders in accordance with the provisions hereof.
    In this regard, the Borrower acknowledges that permitting the Borrower to
    continue to use the proceeds of the Loan constitutes valuable consideration
    provided after the filing of any such proceeding in the same way that
    permitting the Borrower to use leased premises constitutes such valuable
    consideration.

    14.4    NOTICE

    Except where otherwise expressly provided herein, no notice or demand of any
    nature is required to be given to the Borrower by the Agent in order to put
    the Borrower in default, the latter being in default by the simple lapse of
    time granted to execute an obligation or by the simple occurrence of a
    Default.

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    14.5    COSTS

    If an Event of Default occurs, and within the limits contemplated by
    Section 12.14, the Agent may impute to the account of the Lenders and pay to
    other persons reasonable sums for services rendered with respect to the
    realization, recovery, sale, transfer, delivery and obtention of payment
    with respect to the Security and may deduct the amount of such costs and
    payments from the proceeds which it receives therefrom. The balance of such
    proceeds may be held by the Agent in the place of such Security and, when
    the Agent decides it is opportune, may be applied to the account of the part
    of the indebtedness of the Borrower to the Lenders which the Agent deems
    preferable, without prejudice to the rights of the Lenders against the
    Borrower for any loss of profit.

    14.6    RELATIONS WITH THE BORROWER

    The Agent may grant delays, take security or renounce thereto, accept
    compromises, grant acquittances and releases and otherwise negotiate with
    the Borrower as it deems advisable without in any way diminishing the
    liability of the Borrower or prejudicing the rights of the Lenders with
    respect to the Security.

    14.7    APPLICATION OF PROCEEDS

    Subject to the provisions hereof, the Agent may apply the proceeds of
    realization of the property contemplated by the Security Documents and of
    any credit or compensating balance in reduction of the part of the Loan
    (principal, interest or accessories and/or the Negative Value of Derivative
    Instruments originally entered into with a Lender) which the Agent judges
    appropriate. If any Lender is owed money by the Borrower as a result of
    Derivative Obligations, and, in particular, as a result of the Negative
    Value of Derivative Instruments, the claim of such Lender shall rank
    PARI PASSU with the other amounts comprising the Loan.

15. JUDGMENT CURRENCY

    15.1    RULES OF CONVERSION

    If for the purpose of obtaining judgment in any court or for any other
    purpose hereunder, it is necessary to convert an amount due, advanced or to
    be advanced hereunder from the currency in which it is due (the "FIRST
    CURRENCY") into another currency (the "SECOND CURRENCY") the rate of
    exchange used shall be that at which, in accordance with normal banking
    procedures, the Agent could purchase, in the Canadian money market or the
    Canadian exchange market, as the case may be, the First Currency with the
    Second Currency on the date on which the judgment is rendered, the sum is
    exigible or advanced or to be advanced, as the case may be. The Borrower
    agrees that its obligations in respect of any First Currency due from it to
    the Lenders in accordance with the provisions hereof shall, notwithstanding
    any judgment rendered or payment made in the Second Currency, be discharged
    by a payment made to the Agent on account thereof in the Second Currency
    only to the extent that, on the Business Day following receipt of such
    payment in the Second Currency, the Agent may, in accordance with normal
    banking procedures, purchase on the Canadian money market or the Canadian
    foreign exchange market, as the case may be, the First Currency with the
    amount of the Second Currency so paid or which a judgment rendered exigible;
    and if the amount of the First Currency which may be so purchased is less
    than the amount originally due in the First Currency, the Borrower agrees as
    a separate and independent obligation and notwithstanding any such payment
    or judgment to indemnify the Lenders against such deficiency.

    15.2    DETERMINATION OF AN EQUIVALENT CURRENCY

    If, in their discretion, the Lenders or the Agent choose or, pursuant to the
    terms of this Agreement, are obliged to choose the equivalent in Canadian
    Dollars of any securities or amounts expressed in US Dollars or the
    equivalent in US Dollars of any securities or amounts expressed in Canadian
    Dollars, the Agent, in accordance with the conversion rules as stipulated in
    Section 15.1

       15.2.1   on the date indicated in the Notice of Borrowing as the date of
              a request for an Advance; and

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       15.2.2   at any other time which in the opinion of the Lenders is
              desirable;

    may, using the spot rate of the Agent on such date, determine the equivalent
    in Canadian Dollars or in US Dollars, as the case may be, of any security or
    amount expressed in the other currency pursuant to the terms hereof.
    Immediately following such determination, the Agent shall inform the
    Borrower of the conclusion which the Lenders have reached.

16. ASSIGNMENT

    16.1    ASSIGNMENT BY THE BORROWER

    The rights of the Borrower under the provisions hereof are purely personal
    and may not be transferred or assigned, and the Borrower may not transfer or
    assign any of its obligations, such assignment being null and of no effect
    opposite the Lenders and rendering any balance outstanding of the amounts
    referred to in Section 14.2 immediately due and exigible at the option of
    the Lenders and further releasing the Lenders from any obligation to make
    any further Advances under the provisions hereof.

    16.2    ASSIGNMENTS AND TRANSFERS BY THE LENDERS

       16.2.1   Each Lender may, at its own cost, assign or transfer to a Person
              entitled to lend money in Canada or any other Person consented to
              by the Borrower and the Agent or, to the extent permitted under
              Section 17.15, to a Foreign Lender (the "ASSIGNEE") in accordance
              with this Article 16 up to 100% of its rights, benefits and
              obligations hereunder (provided that its aggregate retained
              Commitment, if any, under the Revolving Facility is not less than
              $5,000,000) with the prior consent of the Borrower, which shall
              not be unreasonably withheld or delayed. The Borrower may not
              refuse to consent to an assignment or transfer on the sole grounds
              that the Assignee is a Foreign Lender, provided the provisions of
              Section 17.15 are respected. After the occurrence of a Default,
              any Lender may transfer all or any part of its rights, benefits
              and obligations hereunder to any Person, without the consent of
              the Borrower, but upon notice to the Agent and the Borrower.

       16.2.2   Except for any assignments or transfers arranged by the
              Arrangers for their Affiliates in order to fulfill their sell-down
              requirements, for which no restrictions shall apply, any such
              assignment or transfer under the Revolving Facility shall be for a
              minimum amount of $5,000,000 in the aggregate and in multiples of
              $1,000,000 thereafter.

       16.2.3   Notwithstanding subsection 16.2.1, each Lender shall be entitled
              to assign or transfer, at its own cost, in accordance with the
              other provisions of this Section 16 (including 16.5), its rights,
              benefits and obligations hereunder, in whole or in part, to a
              parent or subsidiary corporation or an Affiliate of such Lender.

    16.3    TRANSFER AGREEMENT

    If a Lender wishes to assign or transfer all or any of its rights, benefits
    and obligations hereunder in accordance with Section 16.2, then such
    assignment or transfer shall be effected by the execution and delivery of a
    duly completed and executed Transfer Agreement by such Lender to the Agent
    together with a transfer fee of $3,500 (other than in connection with the
    initial syndication of the Credit), at least 5 Business Days prior to the
    effective date of such transfer, whereupon, to the extent that in such
    Transfer Agreement such Lender seeks to assign or transfer its rights and
    obligations hereunder:

       16.3.1   such Lender shall be released from further obligations to the
              Borrower with respect to the portion of the obligations of such
              Lender assumed by the Assignee;

       16.3.2   the Assignee shall assume the obligations of such Lender and
              acquire the rights of such Lender in respect of the Borrower,
              without novation of the Borrower's obligations;

       16.3.3   the Agent, such Lender and the Assignee shall acquire the same
              rights and assume the same obligations between themselves as they
              would have acquired and assumed had the Assignee been an original
              party hereto with the obligations assumed and the rights acquired
              by it as a

                                       51
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              result of such assignment or transfer; in furtherance of such
              principle, the Assignee shall be deemed to have agreed to be bound
              by the provisions of the Inter-Creditor Agreement, to the extent
              it remains in force at the relevant time, as if it had been an
              original party thereto; and

       16.3.4   the Borrower, the Agent and such Lenders shall all execute such
              documents and perform such acts as may be required to give effect
              to the transfer or assignment.

    16.4    NOTICE

    The Agent shall promptly deliver an executed copy of any Transfer Agreement
    to each party thereto.

    16.5    SUB-PARTICIPATIONS

    A Lender may, at its own cost, grant one or more sub-participations in its
    rights, benefits and obligations hereunder, provided that, notwithstanding
    any such sub-participation, such Lender shall remain, insofar as the
    Borrower and the Agent is concerned, as the Lender responsible hereunder,
    and the Borrower shall not be obliged to recognize any such sub-participant
    as having the rights against it which it would have if it had been a party
    hereto.

    16.6    GENERAL

    Notwithstanding anything contained in this Article:

       16.6.1   the Agent shall act as agent for each Assignee and, in this
              connection, with respect to all decisions, notices and other
              matters relating to anything referred to in this Agreement, the
              Borrower shall only be obliged to give notice to or request
              consents from the Agent;

       16.6.2   except as the result of an assignment and transfer permitted
              under Section 17.15, the amounts payable by the Borrower under
              this Agreement shall not increase, whether in respect of
              withholding on account of taxes or otherwise, as a result of any
              such assignment or transfer to an Assignee which is a non-resident
              of Canada as defined in the Income Tax Act (Canada); and

       16.6.3   any Lender (a "GRANTING LENDER") may grant to a special purpose
              funding vehicle (an "SPV"), identified as such from time to time
              by the Granting Lender to the Agent and the Borrower, the option
              to provide to the Borrower all or any part of an Advance that such
              Granting Lender would otherwise be required to make hereunder;
              provided that (a) nothing herein shall constitute a commitment by
              any SPV to make any Advance, and (b) if an SPV does not make such
              Advance, the Granting Lender shall remain liable to do so. Any
              Advance by an SPV shall be made using the Commitment of the
              Granting Lender as if the Advance in question had been made by
              such Granting Lender. Each party hereto agrees that no SPV shall
              be liable for any indemnity or other payment hereunder, all of
              which liability shall remain with the Granting Lender.
              Accordingly, each party further agrees (which agreement will
              survive the termination hereof) that it shall not institute any
              insolvency or other proceeding against the SPV until a date that
              is not less than one year and one day following the repayment of
              all of such SPV's commercial paper and other senior Indebtedness.
              In addition, any SPV may (a) assign all or any portion of its
              interests in any Loans (i) with notice to, but without the consent
              of the Borrower or the Agent, and without paying any fees
              therefor, to the Granting Lender or (ii) to any financial
              institution, with the consent of the Borrower and the Agent
              providing liquidity and/or credit support to or for the account of
              such SPV to support the funding and maintenance of Advances; and
              (b) disclose on a confidential basis any non-public information
              relating to the Loans to any rating agency, commercial paper
              dealer or provider of any surety, guarantee or credit or liquidity
              enhancement to such SPV.

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17. MISCELLANEOUS

    17.1    NOTICES

    Except where otherwise specified herein, all notices, requests, demands or
    other communications between the parties hereto shall be in writing and
    shall be deemed to have been duly given or made to the party to whom such
    notice, request, demand or other communication is given or permitted to be
    given or made hereunder, when delivered to the party (by certified mail,
    postage prepaid, or by facsimile or by physical delivery) to the address of
    such party and to the attention indicated under the signature of such party
    or to any other address which the parties hereto may subsequently
    communicate to each other in writing. Notwithstanding the foregoing, any
    notice shall be deemed to have been received by the party to whom it is
    addressed (a) upon receipt if sent by mail and (b) if telecopied before
    3:00 p.m. on a Business Day, on that day and if telecopied after 3:00 p.m.
    on a Business Day, on the Business Day next following the date of
    transmission. If normal postal or telecopier service is interrupted by
    strike, work slow-down, fortuitous event or other cause, the party sending
    the notice shall use such services which have not been interrupted or shall
    deliver such notice by messenger in order to ensure its prompt receipt by
    the other party.

    17.2    AMENDMENT AND WAIVER

    The rights and recourses of the Lenders under this Agreement and the
    Security Documents are cumulative and do not exclude any other rights and
    recourses which the Lenders might have, and no omission or delay on the part
    of the Lenders in the exercise of any right shall have the effect of
    operating as a waiver of such right, and the partial or sole exercise of a
    right or power will not prevent the Lenders from exercising thereafter any
    other right or power. The provisions of this Agreement may only be amended
    or waived by an instrument in writing (and not orally) in each case signed
    by the Agent with the approval of the requisite majority of Lenders.

    17.3    DETERMINATIONS FINAL

    In the absence of any manifest error, any determinations to be made by the
    Lenders in accordance with the provisions hereof, when made, are final and
    irrevocable for all parties.

    17.4    ENTIRE AGREEMENT

    The entire agreement between the parties is expressed herein, and no
    variation or modification of its terms shall be valid unless expressed in
    writing and signed by the parties. All previous agreements, promises,
    proposals, representations, understandings and negotiations between the
    parties hereto which relate in any way to the subject matter of this
    Agreement are hereby deemed to be null.

    17.5    INDEMNIFICATION AND COMPENSATION

    In addition to the other rights now or hereafter conferred by law and those
    described in subsection 6.6.2 and Section 8.13, and without limiting such
    rights, if a Default or Event of Default should occur, each Lender and the
    Agent is hereby authorized by the Borrower, at any time and from time to
    time, subject to the obligation to give notice to the Borrower subsequently
    and within a reasonable delay, to indemnify, compensate, use and allocate
    any deposit (general or special, term or demand, including, without
    limitation, any debt evidenced by certificates of deposit, whether or not
    matured) and any other debt at any time held or due by the Lenders to the
    Borrower or to its credit or its account, with respect to and on account of
    any obligation and indebtedness of the Borrower to the Lenders in accordance
    with the provisions hereof or the Security Documents, including, without
    limitation, the accounts of any nature or kind which flow from or relate to
    this Agreement or the Security Documents, whether or not the Agent has made
    demand under the terms hereof or has declared the amounts referred to in
    Section 14.2 as exigible in accordance with the provisions of that Section
    and even if such obligation and Debt or either of them is a future or
    unmatured Debt.

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    17.6    BENEFIT OF AGREEMENT

    This Agreement shall be binding upon and enure to the benefit of each party
    hereto and its successors and permitted assigns.

    17.7    COUNTERPARTS

    This Agreement may be signed in any number of counterparts, each of which
    shall be deemed to constitute an original, but all of the separate
    counterparts shall constitute one single document.

    17.8    APPLICABLE LAW

    This Agreement, its interpretation and its application shall be governed by
    the Laws of the Province of Quebec and the Laws of Canada applicable
    therein.

    17.9    SEVERABILITY

    Each provision of this Agreement is separate and distinct from the others,
    such that any decision of a court or tribunal to the effect that any
    provision of this Agreement is null or unenforceable shall in no way affect
    the validity of the other provisions of this Agreement or the enforceability
    thereof. Any provision of this agreement which is prohibited or
    unenforceable in any jurisdiction shall, as to such jurisdiction, be
    ineffective to the extent of such prohibition or unenforceability without
    invalidating the remaining provisions hereof, and any such prohibition or
    unenforceability in any jurisdiction shall not invalidate or render
    unenforceable such provision in any other jurisdiction. To the extent
    permitted by applicable Laws, the Borrower hereby waives any provision of
    any Laws which renders any provision hereof prohibited or unenforceable in
    any respect.

    17.10   FURTHER ASSURANCES

    The Borrower covenants and agrees on its own behalf and on behalf of each
    member of the VL Group that, at the request of the Agent, the Borrower and
    each other member of the VL Group will at any time and from time to time
    execute and deliver such further and other documents and instruments and do
    all acts and things as the Agent in its absolute discretion requires in
    order to evidence the indebtedness of the Borrower under this Agreement or
    otherwise, including under any Derivative Instruments, and to confirm and
    perfect, and maintain perfection of, the Security.

    17.11   GOOD FAITH AND FAIR CONSIDERATION

    Each party hereto acknowledges and declares that it has entered into this
    Agreement freely and of its own will. In particular, each party hereto
    acknowledges that this Agreement was freely negotiated by the Borrower and
    the Lenders in good faith, that this Agreement does not constitute a
    contract of adhesion, that there was no exploitation of the Borrower by the
    Lenders, and that there is no serious disproportion between the
    consideration provided by the Lenders and that provided by the Borrower.

    17.12   RESPONSIBILITY OF THE LENDERS

    Each Lender shall be solely responsible for the performance of its own
    obligations hereunder. Accordingly, no Lender is in any way jointly and
    severally or solidarily responsible for the performance of the obligations
    of any other Lender.

    17.13   INDEMNITY

    The Borrower agrees to indemnify and defend each of the Agent, each Lender,
    and their respective directors, officers, agents and employees from, and
    hold each of them harmless against, any and all losses, liabilities, claims,
    damages or expenses of any kind which at any time or from time to time may
    be asserted against or incurred or paid by any of them for or in connection
    with, arising directly or indirectly from or relating to: (i) the
    participation of the Agent or of any of the Lenders in the transactions
    contemplated by this Agreement, (ii) the role of the Agent or the Lenders in
    any investigation, litigation or other proceeding brought or threatened
    relating to the Credit, (iii) the presence on or under or the release or
    migration from any property

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    or into the environment of any hazardous material, and/or (iv) the
    compliance with or enforcement of any of their rights or obligations
    hereunder, including without limitation:

       17.13.1  the fees and disbursements of counsel;

       17.13.2  the costs of defending, counterclaiming or claiming over against
              third parties in respect of any action or matter and any cost,
              liability or damage arising out of any settlement; and

       17.13.3  other than losses, liabilities, claims, damages or expenses
              incurred by reason of the gross negligence or willful misconduct
              of the indemnified party, as determined by a final judgment of a
              court of competent jurisdiction.

    17.14   LANGUAGE

    The parties acknowledge that they have required that the present agreement,
    as well as all documents, notices and legal proceedings entered into, given
    or instituted pursuant hereto or relating directly or indirectly hereto be
    drawn up in English. Les parties reconnaissent avoir exige la redaction en
    anglais de la presente convention ainsi que de tous documents executes, avis
    donnes et procedures judiciaires intentees, directement ou indirectement,
    relativement ou a la suite de la presente convention.

    17.15   FOREIGN LENDERS

    Notwithstanding the provisions of subsection 16.2.1 hereof, each of the
    Borrower, the Agent and the Lenders agrees that:

       17.15.1  the Arrangers (as hereinafter defined) may solicit and receive
              Commitments from any Person who is a non-resident of Canada
              (within the meaning of the INCOME TAX ACT (Canada)) and who is
              authorized by law to lend money ("FOREIGN LENDERS") to the extent
              of $11,000,000 of the Revolving Facility;

       17.15.2  in such case, the Affiliates of the Arrangers may make the
              required Assignments to such Foreign Lenders; and

       17.15.3  upon compliance with the provisions of Article 16, such Foreign
              Lenders may further assign and transfer their Commitments to any
              other Foreign Lender.

    Neither the Agent nor the Borrower shall accept or be bound by any
    assignment or transfer where the effect of the purported assignment or
    transfer would be to create Commitments of Foreign Lenders in excess of the
    limits mentioned above. "ARRANGERS" shall mean RBC Dominion
    Securities Inc., Bank of America, N.A., Canada Branch, BMO Nesbitt
    Burns Inc., The Toronto-Dominion Bank and their respective successors and
    assignees.

    Notwithstanding any other provision of this Agreement to the contrary, any
    Foreign Lender governed by the applicable Laws of the United States of
    America may at any time assign all or a portion of its rights under this
    Agreement and all other documents ancillary thereto (including the Security
    Documents) to a Federal Reserve Bank. No such assignment shall relieve the
    assigning Foreign Lender from its obligations under this Agreement or such
    other documents.

18. THE AGENT AND THE LENDERS

    18.1    AUTHORIZATION OF AGENT

       18.1.1   Each Lender hereby irrevocably appoints and authorizes the Agent
              to act for all purposes as its agent hereunder and under the
              Security Documents with such powers as are expressly delegated to
              the Agent by the terms of this Agreement, together with such other
              powers as are reasonably incidental thereto and undertakes not to
              take any action on its own. Notwithstanding the provisions of the
              Civil Code of Quebec relating to contracts generally and to
              mandate, the Agent shall have no duties or responsibilities except
              those expressly set forth in this Agreement. As to any matters not
              expressly provided for by this Agreement, the Agent shall act
              hereunder or in connection herewith in accordance with the
              instructions of the Lenders in accordance with

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              the provisions of this Article 18, but, in the absence of any such
              instructions, the Agent may (but shall not be obliged to) act as
              it shall deem fit in the best interests of the Lenders, and any
              such instructions and any action taken by the Agent in accordance
              herewith shall be binding upon each Lender. The Agent shall not,
              by reason of this Agreement, be deemed to be a trustee for the
              benefit of any Lender, the Borrower or any other Person. Neither
              the Agent nor any of its directors, officers, employees or agents
              shall be responsible to the Lenders for any recitals, statements,
              representations or warranties contained in this Agreement or in
              any certificate or other document referred to, or provided for in,
              or received by any of them under, this Agreement, for the value,
              validity, effectiveness, genuineness, enforceability or
              sufficiency of this Agreement, or any other document referred to
              or provided for herein or any collateral provided for hereby or
              for any failure by the Borrower to perform its obligations
              hereunder. The Agent may employ agents and attorneys-in-fact and
              shall not be responsible for the negligence or misconduct of any
              such agents or attorneys-in-fact selected by it with reasonable
              care. Neither the Agent nor any of its directors, officers,
              employees or agents shall be responsible for any action taken or
              omitted to be taken by it or them under or in connection herewith,
              except for its or their own gross negligence or wilful misconduct.

       18.1.2   For the purposes of creating a SOLIDARITE ACTIVE between each
              Lender, taken individually, and the Agent in accordance with
              Article 1541 of the CIVIL CODE OF QUEBEC, the Borrower and each
              Lender (on its own behalf) acknowledge and agree with the Agent
              that such Lender and the Agent are hereby conferred the legal
              status of solidary creditors of the Borrower and the Guarantors in
              respect of all amounts, liabilities and other obligations, present
              and future, owed by the Borrower to the Agent and such Lender
              hereunder and under Derivative Instruments (collectively, the
              "LENDER SOLIDARY CLAIM"). Accordingly, but subject (for the
              avoidance of doubt) to Article 1542 of the CIVIL CODE OF QUEBEC,
              the Borrower and each of the Guarantors is irrevocably bound
              towards the Agent and each Lender in respect of the entire Lender
              Solidary Claim of the Agent and such Lender, such that the Agent
              and each Lender shall at all times have a valid and effective
              right of action for the entire Lender Solidary Claim of the Agent
              and such Lender and the right to give a full acquittance for it.
              Thus, without limiting the generality of the foregoing, the Agent,
              as solidary creditor for itself and each Lender, shall at all
              times have a valid and effective right of action in respect of all
              amounts, liabilities and other obligations owed by the Borrower
              and the Guarantors to the Agent and the Lenders or any of them
              hereunder and under Derivative Instruments and the right to give
              full acquittance for same. The parties further agree and
              acknowledge that the Security Documents described in
              subsections 9.1.1, 9.1.2, 9.2.1, 9.2.2, 9.2.3, 9.2.4, 9.2.7 and
              9.2.9, as the case may be, shall be granted to the Agent, for its
              own benefit and for the benefit of the Lenders, as solidary
              creditor as hereinabove set forth.

    18.2    AGENT'S RESPONSIBILITY

       18.2.1   The Agent shall be entitled to rely upon any certificate, notice
              or other document (including any cable, telegram, telex or
              telecopy) believed by it to be genuine and correct and to have
              been signed or sent by or on behalf of the proper person or
              persons, and upon advice and statements of legal advisers,
              independent accountants and other experts selected by the Agent.
              The Agent may deem and treat each Lender as the holder of the
              Commitment in the Loan made by such Lender for all purposes hereof
              unless and until an Assignment has been completed in accordance
              with Section 16.2.

       18.2.2   The Agent shall not be deemed to have knowledge of the
              occurrence of a Default or Event of Default unless the Agent has
              received notice from a Lender or the Borrower describing such a
              Default or Event of Default and stating that such notice is a
              "Notice of Default". In the event that the Agent receives such a
              notice of the occurrence of a Default or Event of Default or
              otherwise becomes aware that a Default or Event of Default has
              occurred, the Agent shall promptly give notice thereof to the
              Lenders. The Agent shall take such action with respect to such
              Default or Event of Default as shall be reasonably directed by the
              Lenders in accordance

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              with the provisions of this Article 18 provided that, unless and
              until the Agent shall have received such directions, the Agent may
              (but shall not be obliged to) take such action, or refrain from
              taking such action, with respect to such a Default or Event of
              Default as it shall deem advisable in the best interest of the
              Lenders.

       18.2.3   The Agent shall have no responsibility, (a) to the Borrower on
              account of the failure of any Lender to perform its obligations
              hereunder, or (b) to any Lender on account of the failure of the
              Borrower to perform its obligations hereunder.

       18.2.4   Each Lender severally represents and warrants to the Agent that
              it has made its own independent investigation of the financial
              condition and affairs of the Borrower in connection with the
              making and continuation of its Commitment in the Loan hereunder
              and has not relied on any information provided to such Lender by
              the Agent in connection herewith, and each Lender represents and
              warrants to the Agent that it shall continue to make its own
              independent appraisal of the creditworthiness of the Borrower
              while the Loan is outstanding or the Lenders have any obligations
              hereunder.

    18.3    RIGHTS OF AGENT AS LENDER

    With respect to its Commitment in the Loan, the Agent in its capacity as a
    Lender shall have the same rights and powers hereunder as any other Lender
    and may exercise the same as though it were not acting as the Agent and the
    term "Lender" shall, unless the context otherwise indicates, include the
    Agent in its capacity as a Lender. The Agent may (without having to account
    therefor to any Lender) accept deposits from, lend money to and generally
    engage in any kind of banking or other business with the Borrower as if it
    were not acting as the Agent and may accept fees and other consideration
    from the Borrower for customary services in connection with this Agreement
    and the Loan and otherwise without having to account for the same to the
    Lenders.

    18.4    INDEMNITY

    Each Lender agrees to indemnify the Agent, to the extent not otherwise
    reimbursed by the Borrower, rateably in accordance with its respective
    Commitments, for any and all liabilities, obligations, losses, damages,
    penalties, actions, judgements, suits, costs, expenses or disbursements of
    any kind and nature whatsoever which may be imposed on, incurred by or
    asserted against, the Agent in any way relating to or arising out of this
    Agreement, the Security Documents or any other documents contemplated by or
    referred to herein or therein or the transactions contemplated hereby or
    thereby (excluding, unless a Default or Event of Default is apprehended or
    has occurred and is continuing, normal administrative costs and expenses
    incidental to the performance of its agency duties hereunder) or the
    enforcement of any of the terms hereof or of any such other documents,
    provided that no Lender shall be liable for any of the foregoing to the
    extent they arise from the Agent's gross negligence or wilful misconduct.

    18.5    NOTICE BY AGENT TO LENDERS

    As soon as practicable after its receipt thereof, the Agent will forward to
    each Lender a copy of each report, notice or other document required by this
    Agreement to be delivered to the Agent for such Lender.

    18.6    PROTECTION OF AGENT

       18.6.1   The Agent shall not be required to keep itself informed as to
              the performance or observance by the Borrower of this Agreement or
              any other document referred to or provided for herein or therein
              or to inspect the properties or books of the Borrower. Except (in
              the case of the Agent) for notices, reports and other documents
              and information expressly required to be furnished to the Lenders
              by the Agent hereunder, the Agent shall have no duty or
              responsibility to provide any Lender with any credit or other
              information concerning the affairs or financial condition of the
              Borrower which may come to the attention of the Agent, except
              where provided to the Agent for the Lenders, provided that such
              information does not confer any advantage to the Agent as a Lender
              over the other Lenders. Nothing in this Agreement shall oblige the
              Agent to

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              disclose any information relating to the Borrower if such
              disclosure would or might, in the opinion of the Agent, constitute
              a breach of any Laws or duty of secrecy or confidence.

       18.6.2   Unless the Agent shall have been notified in writing or by
              telegraph, telex or telecopier by any Lender prior to the date of
              an Advance requested hereunder that such Lender does not intend to
              make available to the Agent such Lender's proportionate share of
              such Advance, based on its Commitment, the Agent may assume that
              such Lender has made such Lender's Commitment in such Advance
              available to the Agent on the date of such Advance and the Agent
              may, in reliance upon such assumption, make available to the
              Borrower a corresponding amount. If such corresponding amount is
              not in fact made available to the Agent by such Lender, the Agent
              shall be entitled to recover such amount (together with interest
              thereon at the rate determined by the Agent as being its cost of
              funds in the circumstances) on demand from such Lender or, if such
              Lender fails to reimburse the Agent for such amount on demand,
              from the Borrower.

       18.6.3   Unless the Agent shall have been notified in writing or by
              telegraph, telex or telecopier by the Borrower prior to the date
              on which any payment is due hereunder that the Borrower does not
              intend to make such payment, the Agent may assume that the
              Borrower has made such payment when due and the Agent may, in
              reliance upon such assumption, make available to each Lender on
              such payment date an amount equal to such Lender's PRO RATA share
              of such assumed payment. If it is established that the Borrower
              has not in fact made such payment to the Agent, each Lender shall
              forthwith on demand repay to the Agent the amount made available
              to such Lender (together with interest at the rate determined by
              the Agent as being its cost of funds in the circumstances).

    18.7    NOTICE BY LENDERS TO AGENT

    Each Lender shall endeavour to use its best efforts to notify the Agent of
    the occurrence of any Default or Event of Default forthwith upon becoming
    aware of such event, but no Lender shall be liable if it fails to give such
    notice to the Agent.

    18.8    SHARING AMONG THE LENDERS

    Each Lender agrees that as amongst themselves, except as otherwise provided
    for by the provisions of this Agreement, all amounts received by the Agent,
    in its capacity as agent of the Lenders pursuant to this Agreement or any
    other document contemplated hereby (whether received by voluntary payment,
    by the exercise of the right of set-off or compensation or by counterclaim,
    cross-claim, separate action or as proceeds of realization of any security,
    other than agency fees), and all amounts received by any Lender in relation
    to this Agreement shall be shared by each Lender PRO RATA, in accordance
    with their respective Commitment and each Lender undertakes to do all such
    things as may be reasonably required to give full effect to this
    Section 18.8. If any amount which is so shared is later recovered from the
    Lender who originally received it, each other Lender shall restore its
    proportionate share of such amount to such Lender, without interest.

    As a necessary consequence of the foregoing, each Lender shall share, in a
    percentage equal to its Commitment (and, for the purposes of this Section, a
    Lender that holds a Derivative Instrument creating Deriviative Obligations
    shall have a Commitment that is deemed to be in an amount equal to (a) its
    Commitment otherwise calculated, plus (b) the Negative Value of Derivative
    Instruments entered into by such Lender that created Derivative
    Obligations), any losses incurred as a result of any Default or Event of
    Default by the Borrower, and shall pay to the Agent, within two
    (2) Business Days following a request by the Agent, any amount required to
    ensure that such Lender bears its PRO RATA share of such losses, if any,
    including any amounts required to be paid to any Lender in respect of any
    Bankers' Acceptances and, for greater certainty, amounts forming part of the
    Cash Management Facilities (which form part of the Revolving Facility). Such
    obligation to share losses shall be absolute and unconditional and shall not
    be affected by any circumstance, including, without limitation, (1) any
    set-off, compensation, counterclaim, recoupment, defence or other right
    which such Lender may have against the Agent, the Borrower or any other
    Person for any reason whatsoever; (2) the occurrence or continuance of any
    Default or Event of Default; (3) any adverse change in the condition
    (financial or otherwise) of the Borrower or any other Person; (4) any breach
    of this Agreement by the

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    Borrower or any other Person; or (5) any other circumstance, happening or
    event whatsoever, whether or not similar to any of the foregoing. If any
    Lender does not make available the amount required hereunder, the Agent
    shall be entitled to recover such amount on demand from such Lender,
    together with interest thereon at the Prime Rate from the date of
    non-payment until such amount is paid in full.

    18.9    DERIVATIVE OBLIGATIONS

       18.9.1   The Derivative Obligations shall be secured by the Security
              provided that the related Derivative Instruments:

              (a) are governed by an ISDA Master Agreement; and

              (b) provide that bankruptcy or insolvency constitutes an event of
                  default thereunder.

       18.9.2   Each Lender shall confirm to the Agent and to the Borrower, upon
              request, quarterly on or about the last day of each financial
              quarter of each financial year of the Borrower, the Negative Value
              of the Derivative Instruments issued by it or contracted through
              it, calculated on a net as well as on a gross basis where several
              Derivative Instruments are governed by the same Master Agreement,
              as well as the Credit Facility in respect of which such Derivative
              Instruments apply.

    18.10   PROCEDURE WITH RESPECT TO ADVANCES

    Subject to the provisions of this Agreement, upon receipt of a Notice of
    Borrowing from the Borrower, the Agent shall, without delay, advise each
    Lender of the receipt of such notice, of the date of such Advance, of its
    proportionate share of the amount of each Advance and of the relevant
    details of the Agent's account(s). Each Lender shall disburse its
    proportionate share of each Advance, taking into account its Commitment, and
    shall make it available to the Agent (no later than 10:00 A.M.) on the date
    of the Advance fixed by the Borrower, by depositing its proportionate share
    of the Advance in the Agent's account in Canadian Dollars or US Dollars, as
    the case may be. Once the Borrower has fulfilled the conditions stipulated
    in this Agreement, the Agent will make such amounts available to the
    Borrower on the date of the Advance, at the Branch, and, in the absence of
    other arrangements made in writing between the Agent and the Borrower, by
    transferring or causing to be transferred an equivalent amount in the case
    of a direct Advance, and the Available Proceeds (as defined in
    subsection 6.2.4 (d)) in the case of Banker's Acceptances, in accordance
    with the instructions of the Borrower which appear in the Notice of
    Borrowing with respect to each Advance; however, the obligation of the Agent
    with respect hereto is limited to taking the steps judged commercially
    reasonable in order to follow such instructions, and once undertaken, such
    steps shall constitute conclusive evidence that the amounts have been
    disbursed in accordance with the applicable provisions. The Agent shall not
    be liable for damages, claims or costs imputed to the Borrower and resulting
    from the fact that the amount of an Advance did not arrive at its
    agreed-upon destination.

    18.11   ACCOUNTS KEPT BY EACH LENDER

    Each Lender shall keep in its books, in respect of its Commitment, accounts
    for the Libor Advances (if a Foreign Lender), Prime Rate Advances, Bankers'
    Acceptances and other amounts payable by the Borrower under this Agreement.
    Each Lender shall make appropriate entries showing, as debits, the amount of
    the Debt of the Borrower to it in respect of the Libor Advances, Prime Rate
    Advances and BA Advances, as the case may be, the amount of all accrued
    interest and any other amount due to such Lender pursuant hereto and, as
    credits, each payment or repayment of principal and interest made in respect
    of such indebtedness as well as any other amount paid to such Lender
    pursuant hereto. These accounts shall constitute (in the absence of manifest
    error or of contradictory entries in the accounts of the Agent referred to
    in Section 4.4) PRIMA FACIE evidence of their content against the Borrower.

    The accounts which are maintained by the Agent shall constitute, except in
    the case of manifest error, PRIMA FACIE proof of the amounts advanced and
    the Bankers' Acceptances accepted by each Lender, the interest and other
    amounts due to them and the payments of principal, interest or others made
    to the Lenders.

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    18.12   BINDING DETERMINATIONS

    The Agent shall proceed in good faith to make any determination which is
    required in order to apply this Agreement and, once made, such determination
    shall be final and binding upon all parties, except in the case of manifest
    error.

    18.13   AMENDMENT OF ARTICLE 18

    The provisions of this Article 18 relating to the rights and obligations of
    the Lenders and the Agent INTER SE may be amended or added to, from time to
    time, by the execution by the Agent and the Lenders of an instrument in
    writing and such instrument in writing shall validly and effectively amend
    or add to any or all of the provisions of this Article affecting the Lenders
    without requiring the execution of such instrument in writing by the
    Borrower.

    18.14   DECISIONS, AMENDMENTS AND WAIVERS OF THE LENDERS

    When the Lenders may or must consent to an action or to anything or to
    accomplish another act in applying this Agreement, the Agent shall request
    that each Lender give its consent in this regard. Subject to the provisions
    of Section 18.15, all decisions taken by the Lenders shall be taken as
    follows: a) if there are two Lenders, by unanimous consent; b) if there are
    three or more Lenders, by the Majority Lenders. The Agent shall confirm such
    consent to each Lender and to the Borrower.

    18.15   AUTHORIZED WAIVERS, VARIATIONS AND OMISSIONS

    If so authorized in writing by the Lenders, the Agent, on behalf of the
    Lenders, may grant waivers, consents, vary the terms of this Agreement and
    the Security Documents and do or omit to do all acts and things in
    connection herewith or therewith. Notwithstanding the foregoing, except with
    the prior written agreement of each of the Lenders, nothing in
    Section 18.14 or this Section 18.15 shall authorize (i) any extension of the
    date for, or alteration in the amount, currency or mode of calculation or
    computation of any payment of principal or interest or other amount,
    (ii) any increase in the Commitment of a Lender, (iii) any extension of any
    maturity date, (iv) any change in the terms of Article 18, (v) any change in
    the manner of making decisions among the Lenders including the definition of
    Majority Lenders, (vi) the release of the Borrower or any Guarantor, except
    as provided herein with respect to permitted Asset Dispositions or as
    contemplated in Section 13.1, (vii) the release, in whole or in part, of any
    of the Security Documents or the Security constituted thereby, except as
    provided herein with respect to permitted Asset Dispositions or as
    contemplated in Section 13.1, (viii) any change in or any waiver of the
    conditions precedent provided for in Article 10 or (ix) any amendment to
    this Section 18.15.

    18.16   PROVISIONS FOR THE BENEFIT OF LENDERS ONLY_--_POWER OF ATTORNEY FOR
    QUEBEC PURPOSES

    Without limiting the powers of the Agent hereunder or under the Security
    Documents and to the extent applicable, each of the Lenders hereby
    acknowledges that the Agent (or a collateral agent designated by the Agent)
    shall, for the purposes of holding any security granted under the hypothecs
    described in Section 9.2.3 or granted under Section 9.2.9 hereof to secure
    payment of the Debentures, be the holder of an irrevocable power of attorney
    (FONDE DE POUVOIR) (within the meaning of Article 2692 of the CIVIL CODE OF
    QUEBEC) for all present and future Lenders and in particular for all present
    and future holders of the Debentures. Each of the Lenders hereby
    constitutes, to the extent necessary, the Agent (or such designated
    collateral agent) as the holder of such irrevocable power of attorney in
    order to hold security granted under such hypothecs to secure the
    Debentures. Each Assignee shall be deemed to have confirmed and ratified the
    constitution of the Agent as the holder of such irrevocable power of
    attorney by execution of the relevant Transfer Agreement. Notwithstanding
    the provisions of Section 32 of the AN ACT RESPECTING THE SPECIAL POWERS OF
    LEGAL PERSONS (Quebec), the Borrower, the Guarantors and the Lenders
    irrevocably agree that the Agent may acquire and be the holder of a
    Debenture. By executing a Debenture, the issuer of the Debenture shall be
    deemed to have acknowledged that the Debenture constitutes a title of
    indebtedness, as such term is used in Article 2692 of the CIVIL CODE OF
    QUEBEC.

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    18.17   PROVISIONS FOR THE BENEFIT OF LENDERS ONLY

    The provisions of this Article 18 relating to the rights and obligations of
    the Lenders and Agent INTER SE shall be operative as between the Lenders and
    Agent only, and the Borrower shall not have any rights or obligations under
    or be entitled to rely for any purposes upon such provisions. However, the
    provisions of subsection 18.2.3 and 18.16 shall be applicable as between the
    Borrower, the Guarantors (if applicable) and the Agent.

    18.18   RESIGNATION OF AGENT

       18.18.1  Notwithstanding the irrevocable appointment of the Agent, a
              majority of Lenders holding not less than 66.67% of the
              Commitments may (with the consent of the Borrower), upon giving
              the Agent thirty (30) days prior written notice to such effect,
              terminate the Agent's appointment hereunder provided that a
              successor Agent has been appointed at or prior to the expiry of
              such notice.

       18.18.2  The Agent may resign its appointment hereunder at any time
              without giving any reason therefor by giving written notice to
              such effect to each of the other parties hereto. Such resignation
              shall not be effective until a successor Agent has been appointed.

       18.18.3  In the event of any such termination or resignation, the Lenders
              shall appoint a successor Agent that is willing to accept such
              role and is acceptable to the Borrower within thirty (30) days
              therefrom, deliver copies of all accounts to such successor and
              the retiring Agent shall be discharged from any further
              obligations hereunder but shall remain entitled to the benefit of
              the provisions of this Article 18 and the Agent's successor and
              each of the other parties hereto shall have the same rights and
              obligations among themselves as they would have had if such
              successor originally had been a party hereto as Agent.

    18.19   NO NOVATION

    The parties hereto agree that the changes to the terms and conditions of the
    Credit Agreement and the amendments and restatement set out herein and the
    execution of these presents shall not constitute novation, and that all
    Security shall continue to apply to this Credit Agreement, as amended and
    restated by these presents, and all other obligations secured thereby.

19. FORMAL DATE

    19.1    FORMAL DATE

    For the purposes of convenience, this Agreement may be referred to as
    bearing the Formal Date of November 28, 2000 notwithstanding its actual date
    of signature.

                                       61
<Page>
    IN WITNESS WHEREOF THE PARTIES HERETO HAVE SIGNED THIS AGREEMENT ON THE DATE
AND AT THE PLACE FIRST HEREINABOVE MENTIONED.

<Table>
<S>                                              <C>

VIDEOTRON LTEE                                   ROYAL BANK OF CANADA

Per:                                             Per:

Per:                                             Per:

Address: 300 Viger St. East                      Address: 1 Place Ville Marie
6th floor                                        4th floor
Montreal, Quebec                                 Montreal, Quebec
H2X 3W4                                          H3B 4R8

Attention: Treasurer                             Attention: Managing Director Corporate Credit

Telephone: (514) 380-1912                        Telephone: 878-7214
Fax: (514) 380-1983                              Fax: (514) 878-7220

THE TORONTO-DOMINION BANK                        BANK OF MONTREAL

Per:                                             Per:

Per:                                             Per:

Address: Corporate and Investment Banking        Address: Loan Products Group
500 St. Jacques, 9th floor                       Investment and Corporate Banking
Montreal, Quebec                                 1 First Canadian Place, 4th floor
H2Y 1S1                                          Toronto, Ontario M5X 1H3

Attention: Manager                               Attention: Vice-President

Tel: (514) 289-0102                              Tel: (416) 359-6873
Fax: (514) 289-0788                              Fax: (416) 359-7796

BANK OF AMERICA, N.A. CANADA BRANCH              ROYAL BANK OF CANADA, AS AGENT

Per:                                             Per:

                                                 Per:

Address: Global Corporate and Investment         Address: 200 Bay Street, 12th floor
  Banking                                        South Tower, Royal Bank Plaza
200 Front St. West, Suite 2700                   Toronto, Ontario
Toronto, Ontario                                 M5J 2W7
M5V 3L2

Attention: Vice-President                        Attention:

Tel: (416) 349-5352                              Tel: (416) 842-3901
Fax: (416) 349-4283                              Fax: (416) 842-4023
</Table>

                                       62
<Page>
<Table>
<S>                                              <C>
CANADIAN IMPERIAL BANK OF COMMERCE               THE BANK OF NOVA SCOTIA

Per:                                             Per:

Per:                                             Per:

Address: 161 Bay Street, 8th Floor               Address: P.O. Box 4085, Station A
BCE Place                                        40 King St. West, Scotia Plaza
Toronto, Ontario                                 62nd floor
M5J 2S8                                          Toronto, Ontario, M5W 2X6

Attention: Director                              Attention: Director

Telephone: (416) 594-8246                        Telephone: (416) 933-1873
Fax: (416) 956-3816                              Fax: (416) 866-2010

CITIBANK N.A., CANADIAN BRANCH                   CREDIT SUISSE FIRST BOSTON, TORONTO BRANCH

Per:                                             Per:

Per:                                             Per:

Address: Citibank Place                          Address: One First Canadian Place
123 Front Street West, Suite 1900                Suite 3000, P.O. Box 301
Toronto, Ontario                                 Toronto, Ontario
M5J 2M3                                          M5X 1C9

Attention: Manager                               Attention: Director

Tel: (416) 947-4171                              Telephone: (416) 352-4527
Fax: (416) 947-5802                              Fax: (416) 352-4576

CAISSE CENTRALE DESJARDINS                       BANK OF TOKYO-MITSUBISHI (CANADA)

Per:                                             Per:

Per:                                             Per:

Address: 1 Complexe Desjardins                   Address: 600 de la Gauchetiere West
Suite 2822                                       Suite 2780
Montreal, Quebec                                 Montreal, Quebec
H5B 1B3                                          H3B 4L8

Attention:                                       Attention:

Telephone: (514) 281-7791                        Telephone: (514) 875-9261
Fax: (514) 281-7083                              Fax: (514) 875-9392
</Table>

                                       63
<Page>
<Table>
<S>                                              <C>
LAURENTIAN BANK OF CANADA                        NATIONAL BANK OF CANADA

Per:                                             Per:

Per:                                             Per:

Address: 1981 McGill College Avenue              Address: 1155 Metcalfe
Suite 1980                                       5th floor
Montreal, Quebec                                 Montreal, Quebec
H3A 3K3                                          H3B 4B9

Attention:                                       Attention: Vice President

Telephone: (514) 284-4500, #4732                 Telephone: (514) 390-7508
Fax: (514) 284-4551                              Fax: (514) 390-7860

HSBC BANK CANADA

Per:

Per:

Address:

2001 McGill College Avenue, Suite 300
Montreal, Quebec, Canada, H3A 1G1

Attention: Global Relationship Manager,
Corporate & Institutional Banking

Telephone: (514) 286-5332
Fax: (514) 286-5330
</Table>

                                       64
<Page>
                SCHEDULE "A" -- LIST OF LENDERS AND COMMITMENTS

THE REVOLVING FACILITY

Cash Management Facilities -- The Toronto-Dominion Bank ("TD") -- $15,000,000.

Balance of Revolving Facility:

<Table>
<Caption>
---------------------------------------------------------------------------------------------
LENDER %                                                      COMMITMENT ($)   COMMITMENT (%)
<S>                                                           <C>              <C>
---------------------------------------------------------------------------------------------
Royal Bank of Canada                                           $ 48,000,000      10.66667%
---------------------------------------------------------------------------------------------
Bank of Montreal                                               $ 44,000,000       9.77778%
---------------------------------------------------------------------------------------------
The Bank of Nova Scotia                                        $ 44,000,000       9.77778%
---------------------------------------------------------------------------------------------
Bank of America N.A., Canada Branch                            $ 44,000,000       9.77778%
---------------------------------------------------------------------------------------------
Citibank N.A., Canadian Branch                                 $ 44,000,000       9.77778%
---------------------------------------------------------------------------------------------
The Toronto-Dominion Bank                                      $ 44,000,000       9.77778%
---------------------------------------------------------------------------------------------
Canadian Imperial Bank of Commerce                             $ 38,000,000       8.44444%
---------------------------------------------------------------------------------------------
Credit Suisse First Boston, Toronto Branch                     $ 29,000,000       6.44444%
---------------------------------------------------------------------------------------------
HSBC Bank Canada                                               $ 20,000,000       4.44444%
---------------------------------------------------------------------------------------------
National Bank of Canada                                        $ 33,000,000       7.33333%
---------------------------------------------------------------------------------------------
Caisse centrale Desjardins                                     $ 30,000,000       6.66667%
---------------------------------------------------------------------------------------------
Bank of Tokyo-Mitsubishi (Canada)                              $ 20,000,000       4.44444%
---------------------------------------------------------------------------------------------
Laurentian Bank of Canada                                      $ 12,000,000       2.66667%
---------------------------------------------------------------------------------------------
TOTAL                                                          $450,000,000           100%
---------------------------------------------------------------------------------------------
</Table>

                                      A-1
<Page>
              SCHEDULE "B" -- NOTICE OF BORROWING AND CERTIFICATE

TO:       ROYAL BANK OF CANADA, AS AGENT

FROM:    VIDEOTRON LTEE                                     DATE:

1)  This Notice of Borrowing and Certificate is delivered to you pursuant to the
credit agreement originally dated as of November 28, 2000, as amended and
restated as of November 19, 2004, and as same may have been further amended (the
"CREDIT AGREEMENT"). All defined terms set forth in this Notice of Borrowing and
Certificate shall have the respective meanings set forth in the Credit
Agreement.

2)  We hereby request a Cdn. $ Advance under the Revolving Facility of the
Credit Agreement as follows:

<Table>
<S>  <C>
(a)  Date of Advance:
     ------------------------------------------------------------
(b)  Amount of Advance:
     ------------------------------------------------------------
(c)  Type of Advance:
     ------------------------------------------------------------
(d)  Designated Period(s) (if any):
     ------------------------------------------------------------
(e)  Maturity Date(s) (if applicable):
     ------------------------------------------------------------
(f)  Payment Instruction (if any):
     ------------------------------------------------------------
</Table>

3)  We have understood the provisions of the Credit Agreement which are relevant
to the furnishing of this Notice of Borrowing and Certificate. To the extent
that this Notice of Borrowing and Certificate evidences, attests or confirms
compliance with any covenants or conditions precedent provided for in the Credit
Agreement, we have made such examination or investigation as was, in our
opinion, necessary to enable us to express an informed opinion as to whether
such covenants or conditions have been complied with.

4)  WE HEREBY CERTIFY THAT, in our opinion, as of the date hereof:

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

    (b) All of the covenants of the Borrower contained in Articles 12 and 13 of
the Credit Agreement together with all of the conditions precedent to an Advance
and all other terms and conditions contained in the Credit Agreement have been
fully complied with.

    (c) No Event of Default has occurred and no Default has occurred and is
continuing.

                                          Yours truly,

                                          VIDEOTRON LTEE

                                          Per:
                                             -----------------------------------
                                          Title:
                                             -----------------------------------

                                      B-1
<Page>
                     SCHEDULE "B-1" -- NOTICE OF REPAYMENT

TO:       ROYAL BANK OF CANADA, AS AGENT

FROM:    VIDEOTRON LTEE                                     DATE:

1)  This notice of repayment is delivered to you pursuant to the Credit
Agreement originally dated as of November 28, 2000 entered into among VIDEOTRON
LTEE and, INTER ALIA, Royal Bank of Canada as Agent (as amended and restated and
in effect on the date hereof, the "CREDIT AGREEMENT"). All defined terms set
forth in this notice shall have the respective meanings set forth in the Credit
Agreement.

2)  We hereby advise you that we will be repaying the sum of Cdn.$________ on
________ as follows [INDICATE AMOUNT PAYABLE IN RESPECT OF THE REVOLVING
FACILITY AS WELL AS THE TYPE OF ADVANCE TO BE REPAID].

3)  As to an amount of Cdn. $________, the above-mentioned payment should be
treated as a [MANDATORY REPAYMENT / VOLUNTARY PREPAYMENT] under Section [8.2 /
8.3], which we understand will have the effect of reducing the amount of the
Revolving Facility by an equal amount (or by an equivalent amount, if in US$).
[IF THE PAYMENT IS A MANDATORY REPAYMENT, PROVIDED DETAILS OF THE CALCULATIONS
USED TO DETERMINE THE AMOUNT]

                                          Yours truly,

                                          VIDEOTRON LTEE

                                          Per:
                                             -----------------------------------
                                          Title:
                                             -----------------------------------

                                     B-1-1
<Page>
                       SCHEDULE "C" -- TRANSFER AGREEMENT

TO:    ____________ (the "AGENT"); and

FROM: ____________ (the "BORROWER")

    WHEREAS the Borrower entered into a Credit Agreement originally dated as of
November 28, 2000 (as amended and restated, the "CREDIT AGREEMENT") with the
Agent, as Agent and Lender, and with other Lenders, whereby the Lenders agreed
to provide the Borrower with certain credit facilities; and

    WHEREAS pursuant to and in accordance with Article 16 of the Credit
Agreement a Lender may, with the prior consent of the Borrower and the Agent,
assign or transfer all or any of its rights, benefits and obligations under the
Credit Agreement by duly completing, executing and delivering to the Agent and
to the Borrower this Transfer Agreement; and

    WHEREAS ________ (the "TRANSFEROR") wishes to assign or transfer to ________
(the "ASSIGNEE") the rights, benefits and obligations of the Transferor under
the Credit Agreement specified herein;

    WHEREAS the Borrower and the Agent have consented in writing to such
assignment or transfer pursuant to the provisions of the Credit Agreement and
have reiterated their consent hereby;

    NOW THEREFORE in consideration of the foregoing and of one dollar ($l.00)
and other good and valuable consideration, the receipt of which is hereby
acknowledged, the signatories hereto agree as follows:

1.  All capitalized terms defined in the Credit Agreement and not otherwise
defined herein have the same meaning as in the Credit Agreement.

2.  The Transferor assigns and transfers to the Assignee the following rights,
benefits and obligations, without warranty (the "TRANSFER"):

    (description of the transferred rights, benefits and obligations, indicating
    retained interest or fees, if applicable, extent of the Assignee's interest
    and any applicable arrangements if any Libor Advances or BA Advances are
    outstanding at the time of the Assignment)

(the "TRANSFERRED RIGHTS" and the "TRANSFERRED OBLIGATIONS", as applicable). The
Transfer shall be effective as of ________, ________.

3.  If the Advances made by the Assignee are less than the proportionate share
of all Advances based on the Commitment of the Assignee in the Credit, the
Assignee shall, on demand, indemnify the Transferor in respect of the principal
amount of the corresponding Advances made by the Transferor in excess of the
Transferor's Commitment. The Advances in respect of which the Assignee is bound
to indemnify the Transferor are set out in Schedule "B" hereto. On the effective
date of the Transfer, the Transferor shall pay to the Assignee the indemnity
fees in respect of [BA ADVANCES, DISCOUNT NOTES AND LIBOR ADVANCES] in the
amounts specified in Schedule "B" during the period in which the Assignee is to
indemnify the Transferor.

4.  The Assignee accepts the Transfer and assumes the Transferred Obligations
without novation and without warranty (the "Assumption"). The Assignee
acknowledges and accepts that the Assignee and the Agent are solidary creditors
of the Borrower and the Guarantors in respect of all amounts, liabilities and
other obligations, present and future, of the Borrower and the Guarantors to
each of them under the Credit Agreement and the Derivative Instruments as
contemplated by Section 18.1.2 of the Credit Agreement and in accordance with
Article 1541 of the Civil Code of Quebec.

5.  The Transfer and the Assumption are governed by and subject to Article 16 of
the Credit Agreement.

6.  The Transferor and the Assignee acknowledge that arrangements have been made
between them as to the portion, if any, of Fees and interest received or to be
received by the Transferor pursuant to the Credit Agreement and to be paid by
the Transferor to the Assignee.

7.  The Assignee acknowledges and confirms that it has not relied upon and that
neither the Transferor nor the Agent has made any representation or warranty
whatsoever as to the due execution, legality, effectiveness, validity or
enforceability of the Credit Agreement or any other documentation or information
delivered by the Transferor or

                                      C-1
<Page>
the Agent to the Assignee in connection therewith or for the performance thereof
by any party thereto or for the performance of any obligation by any Subsidiary
or for the financial condition of the Borrower or of any Subsidiary. All
representations, warranties and conditions expressed or implied by law or
otherwise are hereby excluded.

8.  The Assignee represents and warrants that it has itself been, and will
continue to be, solely responsible for making its own independent appraisal of
and investigation into the financial condition, creditworthiness, affairs,
status and nature of the Borrower and has not relied and will not hereafter rely
on the Transferor and/or the Agent to appraise or keep under review on its
behalf the financial condition, creditworthiness, affairs, status or nature of
the Borrower. The Assignee acknowledges and agrees that it has no right to
obtain any non-public information directly from the Borrower and that it will
request any information it requires solely from the Agent.

9.  Each of the Transferor and the Assignee represents and warrants to the other
and to the Agent, the other Lenders and the Borrower, that it has the right,
capacity and power to enter into the Transfer and the Assumption in accordance
with the terms hereof and to perform its obligations arising therefrom, and all
action required to authorize the execution and delivery hereof and the
performance of such obligations has been duly taken.

10.  This Transfer Agreement shall be governed by and construed in accordance
with the laws of the Province of Quebec, Canada.

11.  The parties confirm having requested that this document be drafted in the
English language. Les parties confirment avoir requis que ce document soit
redige en langue anglaise.

12.  Following the Transfer and Assumption, Schedule "A" to the Credit Agreement
will be replaced by Schedule "A" annexed hereto.

AND THE PARTIES HAVE SIGNED AS OF ________, 200__.

<Table>
<S>   <C>                                           <C>   <C>

THE BANK ------------------------ ,                 ------------------------ ,
as Transferor                                       as Assignee

Per:                                                Per:
      -----------------------------------------           -----------------------------------------

Per:                                                Per:
      -----------------------------------------           -----------------------------------------

CONSENTED TO AND ACKNOWLEDGED:

THE BANK ------------------------ ,                 ------------------------ ,
as Agent                                            as Borrower

Per:                                                Per:
      -----------------------------------------           -----------------------------------------

Per:                                                Per:
      -----------------------------------------           -----------------------------------------
</Table>

                                      C-2
<Page>
                           SCHEDULE "D" -- GUARANTEE

                             [PREVIOUSLY DELIVERED]

                                      D-1
<Page>
                          SCHEDULE "E" -- SHARE PLEDGE

                             [PREVIOUSLY DELIVERED]

                                      E-1
<Page>
                     SCHEDULE "F" -- OFFICER'S CERTIFICATE

I, the undersigned, ____________________________,
the ____________________________ , of Videotron Ltee (the "BORROWER"), do hereby
certify as follows:

    (a) I have taken cognizance of all the terms and conditions of the Credit
       Agreement (the "CREDIT AGREEMENT") originally dated as of November 28,
       2000 and amended and restated on November 19, 2004, entered into,
       INTER ALIA, among the Borrower, Royal Bank of Canada, as Agent and
       Lender, and the Lenders party thereto, as well as of all contracts,
       agreements and deeds pertaining thereto; and

    (b) no Default or Event of Default has occurred nor exists thereunder; and

    (c) the corporate structure of Quebecor Media Inc. and the VL Group is as
       set out in the diagram attached to this certificate;

    (d) each member of the VL Group holds the permits, Licences, licences and
       authorizations required in order to permit it to possess its property and
       its real estate and to carry on its business in the manner in which it is
       being carried on at present; and

    (e) all property to be charged by the Security Documents is located in the
       jurisdictions described in a schedule hereto.

All expressions referred to herein have the meanings ascribed to them in the
Credit Agreement.

Executed at the City of Montreal, Province of Quebec this       day of
  -  , 2004.

                                ------------------------------------------------

Encl.

                                      F-1
<Page>
                SCHEDULE "G" -- LEGAL OPINION (INITIAL CLOSING)

                             [PREVIOUSLY DELIVERED]

                                      G-1
<Page>
           SCHEDULE "G-1" -- LEGAL OPINION (POST REGULATORY APPROVAL)

                             [PREVIOUSLY DELIVERED]

                                     G-1-1
<Page>
                       SCHEDULE "H" -- EXISTING SECURITY

                             [PREVIOUSLY DELIVERED]

                                      H-1
<Page>
                    SCHEDULE "I" -- PROPERTY OF THE VL GROUP

    The following comprises a list of substantially all of the immovables owned
by members of the VL Group. A full description of all immovable property owned
by members of the VL Group (which is not already subject to the Security) will
be furnished to the Agent on or prior to the Seventh Amendment Closing Date,
save and except that all immovables owned by VTL will be provided to the Agent
and Charged within the time frame stipulated in subsection 9.2.9.

                                      I-1
<Page>
                    SCHEDULE "I" -- PROPERTY OF THE VL GROUP

1.  LIST OF IMMOVABLE PROPERTIES OWNED BY THE VL GROUP:

    I)  VIDEOTRON LTEE

<Table>
    <S> <C>                                           <C>
    --  Rang 3 Nord-Est Lot 28A-3-1                   Armagh
        (IN PROCESS TO BE SOLD)

    --  House Hill Road                               Beebe Plain

    --  rue Laliberte                                 Black Lake

    --  365, rue St-Desire                            Black Lake

    --  rue Briquade                                  Blainville

    --  42, rue Pelletier                             Cabano

    --  144, rue St-Laurent                           Cap-De-La-Madeleine*
        (IN PROCESS TO BE SOLD)

    --  221, boul. Springer                           Chapais

    --  385, rue Gagnon                               Chibougamau

    --  59, rue William ouest                         Chicoutimi

    --  111, rue Vallillee                            Chute-aux-Outardcs

    --  306, chemin Bellevue                          Coaticook

    --  Lot 47-1 du rang 5                            Colombier

    --  1370, rue des Erables                         Dolbeau

    --  271, rue Notre-Dame                           Donnacona

    --  2785, chemin St-Antoine                       Dorion-Vaudreuil*

    --  611, rue Cowie (210 rue St-Urbain)            Granby

    --  27, rue Claude-Jodoin                         Kirkland

    --  88, avenue Bouchard                           La Pocatiere

    --  1541, Chemin Saint-Charles                    Lachenaie

    --  3665, boul. Ste-Rose (Batisse)                Laval

    --  1, rue de la Station                          Laval (Vimont)

    --  432, rue Felix-Declos                         Le Gardeur

    --  397, boul. St-Jean-Baptiste                   Mercier*

    --  Partie du Lot 45A-54, du rang 1               Metabetchouan

    --  157, rue Villeneuve                           Mont-Laurier

    --  14165, rue Cherrier                           Montreal
        (IN PROCESS TO SELL)

    --  150, rue Beaubien ouest                       Montreal

    --  Terrain                                       Notre-Dame-des-Laurentides
        (IN PROCESS TO SELL)

    --  4761, ave. Desjardins                         Paroisse de la Dore

    --  Lot 52-14-2, Rang IV, Lot 31-18-21, Rang 1    Pointe-Lebel

    --  638, rue Principale                           Ponenegamook

    --  2200, rue Jean-Perrin                         Quebec

    --  Rang l, lot 31-18-21                          Ragueneau
</Table>

---------

*   only the building is owned by Videotron Ltee

                                      I-2
<Page>

<Table>
    <S> <C>                                           <C>
    --  285, chemin Fraserville                       Riviere-du-Loup

    --  60, Dassylva Rang                             Ste Mathilde

    --  Site d'antenne (Partie du lot 169)            Riviere-Malbaie

    --  Lot 661                                       RiviereMalbaie
        (IN PROCESS TO SELL)

    --  138-4 de la circonscription fonciere de       Saint-Cyrille de Lessard
        l'Islet

    --  Rang 4 lot 12A-27                             Saint-Paul-de-Montmigny

    --  Lot 27-3 Rang A                               Saint-Perpetue

    --  150, rue St-David                             Saint-Simeon

    --  2830, rue Galt ouest                          Sherbrooke

    --  254, chemin des Patriotes                     Sorel

    --  35, route 277                                 St-Anselme

    --  969, boul. St-Antoine                         St-Antoine-Des-Laurentides*

    --  495, rue Grand Boulevard est                  St-Bruno
        (IN PROCESS TO SELL)

    --  Rang 1, Canton Ashford                        St-Damase de L'Islet

    --  Lot 189-11 et Rang 9-A-6                      St-Donat

    --  Cote-Sainte-Anne                              Ste-Anne-de-Beaupre

    --  1258, boul. Sacre-Coeur                       St-Felicien

    --  1193, rue Dufresne                            St-Felicien

    --  Rang 9-A-6 rang 4                             St-Gabriel

    --  Site -- Lot 602-661                           St-Gregoire

    --  Lot 34-B6 rue Landry                          St-Honore

    --  223, Chemin des Iles                          Levis

    --  Lots 7 & 8                                    St-Honore

    --  3700, boul. Losch                             St-Hubert

    --  3750, rue Richelieu                           St-Hubert

    --  2835, boul. Pitfield                          St-Laurent

    --  203, rue du Parc                              St-Pascal de Kamouraska

    --  4002, rue Ethel                               Verdun

    --  290, rue Notre-Dame (Batisse)                 Victoriaville

    --  290, rue Notre-Dame (Stationnement)           Victoriaville

    --  Partie lot 44 rang du Cap-A-L'Aigle           Village de Cap-A-L'Aigle
        (IN PROCESS TO SELL)

    --  The cable television networks and cable
        lines and systems.
</Table>

---------

*   only the building is owned by Videotron Ltee

                                      I-3
<Page>
    II)  VIDEOTRON (LAURENTIEN) LTEE (NOW VIDEOTRON (REGIONAL) LTEE)

<Table>
    <S> <C>                                           <C>
    --  Lot C 5e Rang Chemin Belter                   Ange-Gardien (Buckingham)

    --  Lot G Concession 9                            Rockland

    --  Partie 18B, 2(e) Rang Canton Templeton        Gatineau

    --  190, rue Edmonton                             Hull

    --  31, rue Comeau                                Maniwaki

    --  169, rue Cavanaugh                            Maniwaki
</Table>

    III) CF CABLE TV INC.

       - The cable television networks and cable lines and systems including,
         without limiting the foregoing, land file 65-B-1 and 64-B-1 opened at
         the Register of Public Service Networks and Immovables situated in
         territory without a cadastral survey of the Registration Division of
         Montreal and Laval, respectively.

    IV) VIDEOTRON (RDL) LTEE (NOW VIDEOTRON (REGIONAL) LTEE)

       - The cable television networks and cable lines and systems including,
         without limiting the foregoing,

       (a) land file 015-B-001 and 015-B-003 opened at the Register of Public
           Service Networks and Immovables situated in territory without a
           cadastral survey of the Registration Division of Bellechasse,

       (b) land file 10-B-1, 10-B-2 and 10-B-3 opened at the Register of Public
           Service Networks and Immovables situated in territory without a
           cadastral survey of the Registration Division of Kamouraska,

       (c) land file 13-B-1, 13-B-2, 13-B-3, 13-B-4 and 13-B-5 opened at the
           Register of Public Service Networks and Immovables situated in
           territory without a cadastral survey of the Registration Division of
           L'Islet,

       (d) land file 14-B-1, 14-B-4, 14-B-7 and 14-B-8 opened at the Register of
           Public Service Networks and Immovables situated in territory without
           a cadastral survey of the Registration Division of Montmagny,

       (e) land file 09-B-6, 09-B-7 and 09-B-8 opened at the Register of Public
           Service Networks and Immovables situated in territory without a
           cadastral survey of the Registration Division of Temiscouata,

       (f)  land file 017-B-12 and 017-B-21 opened at the Register of Public
           Service Networks and Immovables situated in territory without a
           cadastral survey of the Registration Division of Montmorency,

       (g) land file 020-B-2 opened at the Register of Public Service Networks
           and Immovables situated in territory without a cadastral survey of
           the Registration Division of Quebec.

    V)  VIDEOTRON (RICHELIEU) LTEE (NOW VIDEOTRON (REGIONAL) LTEE)

       - The cable television networks and cable lines and systems including,
         without limiting the foregoing,

       (a) land file 59-B-5 opened at the Register of Public Service Networks
           and Immovables situated in territory without a cadastral survey of
           the Registration Division of Coaticook,

       (b) land file 25-B-9 opened at the Register of Public Service Networks
           and Immovables situated in territory without a cadastral survey of
           the Registration Division of Compton,

       (c) land file 50-B-02 opened at the Register of Public Service Networks
           and Immovables situated in territory without a cadastral survey of
           the Registration Division of Richelieu,

                                      I-4
<Page>
       (d) land file 35-B-06 and 35-B-07 opened at the Register of Public
           Service Networks and Immovables situated in territory without a
           cadastral survey of the Registration Division of Richmond,

       (e) land file 36-B-5 and 36-B-6 opened at the Register of Public Service
           Networks and Immovables situated in territory without a cadastral
           survey of the Registration Division of Sherbrooke.

    VI) TELE-CABLE CHARLEVOIX (1977) INC.

       - The cable television networks and cable lines and systems including,
         without limiting the foregoing,

       (a) land file 11-B-01, 11-B-03, 11-B-09 and 11-B-10 opened at the
           Register of Public Service Networks and Immovables situated in
           territory without a cadastral survey of the Registration Division of
           Charlevoix No. 1,

       (b) land file 28-B-1 opened at the Register of Public Service Networks
           and Immovables situated in territory without a cadastral survey of
           the Registration Division of Lotbiniere,

       (c) land file 07-B-08 and 07-B-20 opened at the Register of Public
           Service Networks and Immovables situated in territory without a
           cadastral survey of the Registration Division of Rimouski,

       (d) land file 97-B-17, 97-B-18 and 97-B-20 opened at the Register of
           Public Service Networks and Immovables situated in territory without
           a cadastral survey of the Registration Division of Saguenay,

2.  LIST OF PREMISES OCCUPIED BY MEMBERS OF THE VL GROUP:

    I)  VIDEOTRON LTEE

<Table>
    <S> <C>                                           <C>
    --  Chemin Beaudoin                               Beebe

    --  650, chemin du Lac                            Boucherville

    --  188, rue Fusey                                Cap-De-La-Madeleine

    --  21, rue Racine ouest                          Chicoutimi

    --  1, rue Mont Saint-Claire                      Chicoutimi

    --  Rue Chemin St-Antoine                         Dorion-Vaudreuil

    --  745, 43ieme avenue                            Dorval

    --  3665, boul. Ste-Rose (Terrain)                Laval

    --  317, rue Marion                               Le Gardeur

    --  20A, rue de la Riviere                        Les Escoumins

    --  830, de l'Eglise                              St-Romuald

    --  Partie des lots P-159 et P-160                Mont St-Gregoire

    --  8147, rue Sherbrooke est                      Montreal

    --  300, rue Viger est                            Montreal

    --  7355, rue Coffee                              Montreal

    --  1000, rue St-Denis                            Montreal

    --  1755, boul. Rene-Levesque est                 Montreal

    --  26, route rurale 225                          Noyan

    --  1700, chemin Oka                              Oka

    --  150, boul. Rene-Levesque est #150             Quebec

    --  Chemin Albert                                 Sacre-Coeur

    --  3330, rue King ouest                          Sherbrooke

    --  571, rue Rhimbault                            Sorel
</Table>

                                      I-5
<Page>
<Table>
    <S> <C>                                           <C>
    --  219E, chemin Riviere-Du-Nord                  St-Canut

    --  65, rue Des Fresnes                           Ste-Anne-Des-Plaines

    --  420, boul. Industriel                         St-Jean-sur-Richelieu

    --  662, Montee du Village                        St-Joseph-Du-Lac

    --  3598, rue Bernard-Pilon                       St-Mathieu-De-Beloeil

    --  Lot 122                                       St-Pascal de Kamouraska

    --  339, boul. St-Vallier                         St-Vallier

    --  90, rue Charbonneau                           Vaudreuil-Dorion
</Table>

    II)  VIDEOTRON (LAURENTIEN) LTEE (NOW VIDEOTRON (REGIONAL) LTEE)

<Table>
    <S> <C>                                           <C>
    --  170, rue Edmonton                             Hull
</Table>

    III) LE SUPERCLUB VIDEOTRON LTEE ET GROUPE DE DIVERTISSEMENT SUPERCLUB INC.
       (QUEBEC, NEW-BRUNSWICK)

<Table>
    <S> <C>                                           <C>
    --  Les Terrasses Langelier, Siege social,        Province de Quebec
        suite 500

    --  4245, rue Jean-Talon Est                      St-Leonard H1S 1J9

    --  3101, rue Masson                              Montreal H1Y 1X9

    --  100, boul. Brien, local 100                   Repentigny J6A 5N4

    --  180, boul. d'Anjou                            Chateauguay J6K 4Y7

    --  2930, Chemin Chambly                          Longueuil J4L 1N2

    --  2151, boul. des Laurentides                   Vimont H7M 4M2

    --  3476, boul. Des Sources                       Dollard-Des-Ormeaux H9B 1Z9

    --  1027, boul. St-Joseph                         Drummondville J2C 2C4

    --  1330, av. du Mont-Royal Est                   Montreal H2J 1Y5

    --  1, rue Dufferin                               Valleyfield J6S 1X9

    --  481, boul. des Laurentides                    St-Antoine J7Z 4L9

    --  2309, rue St-Hubert                           Jonquiere G7X 5N6

    --  803A, Cure-Labelle                            Blainville J7C 3P5

    --  5500, boul. de la Rive-Sud, bureau 140        Levis G6V 4Z2

    --  8256, Maurice Duplessis                       Riviere-des-Prairies H1E 3A3

    --  5101, Henri-Bourassa                          Montreal-Nord H1G 2S4

    --  10410, Pie-IX                                 Montreal-Nord H1H 3Z8

    --  8675 Viau                                     St-Leonard H1R 2T9

    --  9501, Christophe-Colomb                       Montreal H2M 2E3

    --  6112 Sherbrooke ouest                         Montreal H4A 1Y3

    --  66 Jacques Cartier Nord                       Sherbrooke J1J 2Z8

    --  5852, Leger                                   Montreal-Nord H1G 1K8

    --  965, d'Auteuil                                Duvernay, Laval H7E 5J7

    --  6425, rue Beaubien                            Montreal H1M 1B1

    --  2575, Provost                                 Lachine H8S 1R2

    --  2635, Van Horne, loc. 028                     Montreal H3S 2L2
</Table>

                                      I-6
<Page>
<Table>
    <S> <C>                                           <C>
    --  4260, Ste-Catherine est                       Montreal H1V 1X6

    --  16, rue St-Paul Est                           Ste-Agathe-des-Monts J8C 3M3

    --  100, Dresden                                  Ville Mont-Royal H3P 2B6

    --  5253, avenue du Parc                          Montreal H2V 4P2

    --  305 Sherbrooke ouest                          Montreal H2X 1Y1

    --  400, boul. du Seminaire                       St-Jean J3B 5L2

    --  5178, Queen Mary                              Montreal H3W 1X5

    --  5245, boul. Cousineau                         St-Hubert J3Y 6J8

    --  96, rue Principale Est                        Ste-Agathe-des-Monts J8C 1J8

    --  2033 rue Principale, local 106                Ste-Julie J3E 1W1

    --  168, 25e Avenue                               St-Eustache J7P 2V2

    --  354, boul. Arthur-Sauve                       St-Eustache J7R 2J3

    --  241, boul. Samson, local 20                   Ste-Dorothee H7X 3B4

    --  400 route 132, local 150                      St-Constant J5A 2J8

    --  2020, boul. Rene-Gaultier, Galerie Varennes   Varennes J3X 1N9

    --  5800, Cavendish, local D-1B                   Cote St-Luc H4W 2T5

    --  405, rue St-Jovite                            Mont-Tremblant J8E 2Z9

    --  690, chemin de St-Jean                        La Prairie J5R 2L4

    --  7579, boul. Newman                            LaSalle H8N 1X3

    --  541, boul. Cure-Labelle                       Chomedey H7V 2T3

    --  4230, boul. St-Jean #105                      Dollard-des-Ormeaux H9H 1X3

    --  11857, boul. Pierrefonds                      Pierrefonds H9A 1A1

    --  1770, de L'Eglise                             Ville-Emard H4E 3W1

    --  5000, Wellington                              Verdun H4G 1X9

    --  3698, boul. Taschereau                        Greenfield Park J4V 2H8

    --  4326, 1ere Avenue                             Charlesbourg G1H 2S6

    --  1300, boul. St-Jean Baptiste                  Montreal HlB 4A4

    --  2588, Chemin Chambly                          Longueuil J4L 1M5

    --  3730, rue Ontario                             Montreal H1W 1S2

    --  5645 Grande-Allee                             Brossard J4Z 3G3

    --  8200, boul. Taschereau, local 1255            Brossard J4X 1C2

    --  1747, Fleury Est                              Montreal H2C 1T3

    --  150, boul. des Laurentides                    Pont-Viau H7G 2T5

    --  6072, Sherbrooke Est                          Montreal H1N 1C1

    --  4600, boul. Samson                            Chomedey H7W 2H3

    --  5144, rue Frontenac                           Lac Megantic G6B 1H3

    --  1116, Vachon Nord Galeries de la Chaudiere    Ste-Marie de Beauce G6E 1N7

    --  5224, boul. de la Rive-Sud                    Levis G6V 4Z2

    --  1600, avenue Dollard                          LaSalle H8N 1T6

    --  4526, rue St-Laurent                          Montreal H2T 1R3
</Table>

                                      I-7
<Page>
    IV) CABLAGE QMI INC., VIDEOTRON TVN INC. AND SOCIETE D'EDITION ET DE
       TRANSCODAGE T.E. LTEE

       Ces entites sont tous des sous-locataires dans le 300, rue Viger est.

    V)  VIDEOTRON (1998) LTEE

       Aucune propriete n'appartient ou n'est occupee par cette entite.

                                      I-8
<Page>
                              SCHEDULE I (PART 2)
                LIST OF NON-MATERIAL REAL ESTATE (SECTION 13.3)

<Table>
<Caption>
---------------------------------------------------------------------------------------------------------------
NO         ADRESSE DE L'IMMEUBLE                  VILLE                  CIRCONSCRIPTION FONCIERE       VALEUR
<S>   <C>                              <C>                            <C>                              <C>
---------------------------------------------------------------------------------------------------------------
022   495, rue Grand Boulevard est     Saint-Bruno                    Chambly (IN PROCESS TO SELL)      2 220 $
---------------------------------------------------------------------------------------------------------------
055   14165, rue Cherrier              Montreal                       Montreal (IN PROCESS TO SELL)    71 900 $
---------------------------------------------------------------------------------------------------------------
062   Lot 556-13, 556-14               Cap-de-la-Madeleine            (IN PROCESS TO SELL)             52 000 $
---------------------------------------------------------------------------------------------------------------
067   Lot 601-1-2                      Nontre-Dame-des-Laurentides    Charlesbourg (IN PROCESS         36 000 $
                                                                      TO SELL)
---------------------------------------------------------------------------------------------------------------
177   535, boul. Frontenac (route      Black Lake                     Thetford (IN PROCESS TO SELL)    13 000 $
      112)
---------------------------------------------------------------------------------------------------------------
348   Lot 981-2 canton de Shefford     Warterloo                      Shefford (IN PROCESS TO SELL)    14 700 $
---------------------------------------------------------------------------------------------------------------
362                                    St-Honore                      N/P (IN PROCESS TO SELL)         15 800 $
---------------------------------------------------------------------------------------------------------------
380   Lots 7 & 8                       Saint-Honore                   Temiscouata (IN PROCESS TO          400 $
                                                                      SELL)
---------------------------------------------------------------------------------------------------------------
383   Lot-189-11                       Saint-Donat                    Rimouski (OPERATION)             10 000 $
---------------------------------------------------------------------------------------------------------------
385   Partie lot 44 rang du            Village de Cap-a-l'Aigle       Charlevoix No. 1 (IN PROCESS TO   7 000 $
      Cap-a-l'Aigle                                                   SELL)
---------------------------------------------------------------------------------------------------------------
388   rue Saint-Charles                Armagh                         Bellechasse (IN PROCESS TO        1 500 $
                                                                      SELL)
---------------------------------------------------------------------------------------------------------------
</Table>

                                      I-9
<Page>
                SCHEDULE "J"_--_OFFICER'S COMPLIANCE CERTIFICATE

TO: ROYAL BANK OF CANADA, AS AGENT

    We have reviewed the Credit Agreement originally dated as of November 28,
2000 entered into among VIDEOTRON LTEE, Royal Bank of Canada, as Agent and the
Lenders (as defined in the Credit Agreement, as amended and restated on
November 19, 2004, and as modified, supplemented, amended or amended and
restated from time to time, the "CREDIT AGREEMENT") and hereby certify that:

     (i) with the exceptions listed below (if any), as of the date of this
         certificate, the Borrower has complied with all the terms and
         conditions of the Credit Agreement; and

    (iii) no Default has occurred and is continuing and no Event of Default has
          occurred or exists under the Credit Agreement [OR, IF A DEFAULT OR
          EVENT OF DEFAULT EXISTS, SET OUT THE DETAILS AND PROPOSED SOLUTIONS].

    We attach a Compliance Certificate demonstrating the Borrower's compliance
with the financial covenants listed in subsections 12.11.1, 12.11.2 and 12.11.3
of the Credit Agreement for the latest period required under subsection
{12.15.1 -- quarterly} {12.15.2 -- annual} {CHOOSE ONE}. In addition, we attach
a list of any increases in the maximum amount of any Guarantee provided by a
member of the VL Group that is limited by applicable Law.

<Table>
<S>    <C>                                                    <C>
------------------------------------------------
Name and Title

Date:
       -------------------------------------------
</Table>

List of Defaults or Events of Default (either list or state "none". If any
exist, set out particulars, period of existence and actions proposed)

<Table>
<S>    <C>                                                    <C>
------------------------------------------------

------------------------------------------------

------------------------------------------------
</Table>

                                      J-1
<Page>
                             COMPLIANCE CERTIFICATE
                     MAINTENANCE OF RATIOS (SECTION 12.11)
                        QUARTER ENDING ________________

1.  LEVERAGE RATIO (DEBT TO EBITDA)

<Table>
    <S>  <C>                           <C>                        <C>
    (A)  Debt of the VL Group          $

    (B)  EBITDA                        $

    *Ratio of Debt to EBITDA (A/B) =
</Table>

2.  INTEREST COVERAGE RATIO

<Table>
    <S>  <C>                           <C>                        <C>
    (B)  EBITDA                        $

    (D)  Interest Expense              $

    Ratio of EBITDA to Interest Expense (B/D) =
</Table>

3.  SENIOR SECURED DEBT COVERAGE RATIO

<Table>
    <S>  <C>                                                   <C>            <C>
    Senior Secured Debt under: (a) Credit Agreement            $

    (b)  CF Cable Notes                                        $

    (c)  Negative Value of Derivative Instruments              $

    (d)  Other Debt supported by a Charge                      $

    (B)  EBITDA                     $

    Ratio of Debt under the Credit Agreement to EBITDA =                      $
</Table>

CALCULATION OF DEBT (A)

<Table>
<S>     <C>                                                          <C>            <C>
        Borrowed money (excluding QMI Subordinated Debt)             $
PLUS
        Negative Value of Derivative Instruments                     $
PLUS
        Deferred purchase price                                      $
PLUS
        Obligations secured by Charges                               $
PLUS
        Capital and Synthetic Leases                                 $
PLUS
        Contingent Obligations                                       $
PLUS
        B/A's, letters of credit and Guarantees                      $
EQUALS
        DEBT (A):                                                                   $
</Table>

                                      J-2
<Page>
CALCULATION OF EBITDA

<Table>
<S>     <C>    <C>                                         <C>            <C>
        (i)    Net income or loss of VL Group              $
PLUS
        (ii)   non-controlling interests                   $
PLUS
        (iii)  extraordinary items                         $
PLUS
        (iv)   Interest Expense                            $
PLUS
        (v)    Income tax expense
PLUS
        (vi)   Depreciation and amortization               $
PLUS OR MINUS
        (vi)   Forex translation gains/losses              $
PLUS
        (vi)   Non-cash financial charges                  $
EQUALS
        EBITDA (B)                                                        $
</Table>

LIST OF INCREASES IN ANY LIMITED GUARANTEES

<Table>
<Caption>
       NAME OF GUARANTOR          AMOUNT OF EXISTING GUARANTEE          INCREASE IN AMOUNT
       -----------------          ----------------------------          ------------------
<S>                              <C>                              <C>
</Table>

[PLEASE SEE ATTACHED OFFICER'S CERTIFICATE FOR COMPUTATIONS AND DETAILS]

                                      J-3
<Page>
      SCHEDULE "K" -- LIMITS TO CERTAIN GUARANTEES AS AT THE PHASE II DATE

                             [PREVIOUSLY DELIVERED]

                                      K-1
<Page>
  SCHEDULE "K" (PART 2, SUBSECTION 10.2.5) -- LIMITS TO CERTAIN GUARANTEES AS
                     AT THE SEVENTH AMENDMENT CLOSING DATE

<Table>
<Caption>
                        ABILITY TO
GUARANTOR                PAY DEBTS                        REALIZABLE                           ISSUED AND
(QUEBEC                  WHEN DUE        BOOK VALUE        VALUE OF                          PAID-UP SHARE
-------------------------------------------------------------------------------------------------------------------------------
COMPANIES ONLY)            (Y/N)         OF ASSETS          ASSETS        LIABILITIES       CAPITAL ACCOUNT          RESULT
<S>                    <C>             <C>              <C>              <C>              <C>                    <C>
-------------------------------------------------------------------------------------------------------------------------------
Videotron TVN Inc.           Y         $  77,919,000    $ 208,724,050    $   22,944,000       $ 31,557,000       $  154,223,050
-------------------------------------------------------------------------------------------------------------------------------
Le SuperClub                 Y         $ 109,537,000    $ 211,748,201    $   96,298,000       $      1,000       $  115,449,201
Videotron ltee
-------------------------------------------------------------------------------------------------------------------------------
Les Proprietes               Y         $           1    $           1    $            0       $          1       $            0
SuperClub Inc.
-------------------------------------------------------------------------------------------------------------------------------
SuperClub Videotron          Y         $  52,607,000    $  52,605,001    $   52,261,000       $        100       $      345,900
Canada Inc.
-------------------------------------------------------------------------------------------------------------------------------
Groupe de                    Y         $ 133,001,000    $ 133,001,000    $            0       $133,001,000       $            0
divertissement
SuperClub Inc.
-------------------------------------------------------------------------------------------------------------------------------
Videotron (1998) ltee        Y         $1,420,036,000   $2,267,458,572   $1,244,049,000       $165,000,000       $  858,409,572
-------------------------------------------------------------------------------------------------------------------------------
CF Cable TV Inc.             Y         $ 695,118,000    $ 759,049,154    $  580,092,000       $165,000,000       $   13,957,154
(federal)
-------------------------------------------------------------------------------------------------------------------------------
Videotron (Regional)         Y         $ 457,667,000    $ 495,722,046    $  163,903,000       $213,631,000       $  118,188,046
  ltee (federal)
-------------------------------------------------------------------------------------------------------------------------------
9139-3256 Quebec Inc.        Y         $ (49,579,000)   $2,267,458,672   $  558,493,000       $        100       $1,708,965,572
-------------------------------------------------------------------------------------------------------------------------------
</Table>

Note:

(1) Based on unaudited unconsolidated balance sheet as at October 31, 2004

                                      K-2
<Page>
                 SCHEDULE "L" -- GUARANTORS AS AT JUNE 29, 2001

                             [PREVIOUSLY DELIVERED]

                                      L-1
<Page>
                                  SCHEDULE "M"
                       MEMBERS OF THE VL GROUP AS AT THE
                         SEVENTH AMENDMENT CLOSING DATE

VIDEOTRON LTEE
VIDEOTRON TVN INC.
LE SUPERCLUB VIDEOTRON LTEE
LES PROPRIETES SUPERCLUB INC./SUPERCLUB PROPERTIES INC.
SUPERCLUB VIDEOTRON CANADA INC.
GROUPE DE DIVERTISSEMENT SUPERCLUB INC.
VIDEOTRON (1998) LTEE
SOCIETE D'EDITION ET DE TRANSCODAGE T.E. LTEE
CF CABLE TV INC./CF CABLE TV INC.
VIDEOTRON (REGIONAL) LTEE/VIDEOTRON (REGIONAL) LTD.
9139-3256 QUEBEC INC.

              GUARANTORS AS AT THE SEVENTH AMENDMENT CLOSING DATE

VIDEOTRON TVN INC.
LE SUPERCLUB VIDEOTRON LTEE
LES PROPRIETES SUPERCLUB INC./SUPERCLUB PROPERTIES INC.
SUPERCLUB VIDEOTRON CANADA INC.
GROUPE DE DIVERTISSEMENT SUPERCLUB INC.
VIDEOTRON (1998) LTEE
CF CABLE TV INC./CF CABLE TV INC.
VIDEOTRON (REGIONAL) LTEE/VIDEOTRON (REGIONAL) LTD.
9139-3256 QUEBEC INC.
QUEBECOR MEDIA INC., under a limited recourse guarantee (limited to a pledge of
the shares of the Borrower).

---------

Note: Videotron Telecom Limited is to become a Guarantor and a member of the
VL Group at the time of the Merger.

                                      M-1
<Page>
  SCHEDULE "N" -- FORM OF SUBORDINATION AGREEMENT FOR BACK-TO-BACK SECURITIES

This SUBORDINATION AGREEMENT is dated as of   -  , 200  -  (the "AGREEMENT").

    To: Royal Bank of Canada, for itself and as Agent under the Credit Agreement
(defined below) for the Lenders (the "AGENT"), Videotron Ltee, a Quebec company
(the "OBLIGOR"), as obligor under the   -  dated as of   -  , and   -  in the
principal amount of $  -  and $  -  , respectively, made by the Obligor in
favour of   -  (the "SUBORDINATED NOTES"), and   -  , as holder (the "HOLDER")
of the Subordinated Notes, for ten dollars and other good and valuable
consideration received by each of the Obligor and the Holder from the Agent and
by each of the Obligor and the Holder from the other, agree as follows:

    1.  INTERPRETATION.

       (a) "CASH, PROPERTY OR SECURITIES". "Cash, Property or Securities" shall
           not be deemed to include securities of the Obligor or any other
           Person provided for by a plan of reorganization or readjustment, the
           payment of which is subordinated at least to the extent provided
           herein with respect to the Subordinated Notes, to the payment of all
           Senior Indebtedness which may at the time be outstanding; provided,
           however, that (i) all Senior Indebtedness is assumed by the new
           Person, if any, resulting from any such reorganization or
           readjustment, and (ii) the rights of the holders of the Senior
           Indebtedness are not, without the consent of such holders, altered by
           such reorganization or readjustment.

       (b) "PAYMENT IN FULL". "payment in full", with respect to Senior
           Indebtedness, means the receipt on an irrevocable basis of cash in an
           amount equal to the unpaid principal amount of the Senior
           Indebtedness and premium, if any, and interest and any special
           interest thereon to the date of such payment, together with all other
           amounts owing with respect to such Senior Indebtedness.

       (c) "SENIOR INDEBTEDNESS". "Senior Indebtedness" means, at any date all
           indebtedness (including, without limitation, any and all amounts of
           principal, interest, special interest, additional amounts (including
           amounts owed under any Derivative Instrument entered into with a
           Lender, as defined in the Credit Agreement), premium, fees,
           penalties, indemnities and "post-petition interest" in bankruptcy and
           any reimbursement of expenses) under (1) the Indenture described as
           the "US$335,000,000   -  % Indenture dated as of   -  , including,
           without limitation, the "Notes", the "Subsidiary Guarantees", the
           "Exchange Notes", the "Additional Notes" and any Guarantee of the
           Exchange Notes or the Additional Notes (in each case, as defined in
           the Indenture) and (2) the Amended and Restated Credit Agreement,
           originally dated as of November 28, 2000, as amended and restated as
           of October 8, 2003, among the Obligor, the Lenders as defined
           therein, and Royal Bank of Canada, as administrative agent (the
           "CREDIT AGREEMENT"; capitalized terms used herein without definition
           having the meanings set forth therein).

    2.  AGREEMENT ENTERED INTO PURSUANT TO CREDIT AGREEMENT.  The Obligor, the
       Agent and the Lenders are entering into this Agreement pursuant to the
       provisions of the Credit Agreement, pursuant to which Videotron Ltee has
       borrowed Cdn. $368,130,000 and has additional borrowings available of
       Cdn.$100,000,000 (the "CREDIT").

    3.  SUBORDINATION.  The indebtedness represented by the Subordinated Notes
       shall be subordinated as follows:

       (a) AGREEMENT TO SUBORDINATE.  The Obligor, for itself and its successors
           and assigns, and the Holder agree that the indebtedness evidenced by
           the Subordinated Notes (including, without limitation, principal,
           interest, premium, fees, penalties, indemnities and "post-petition
           interest" in bankruptcy (as same is interpreted under the US
           Bankruptcy Code) and any reimbursement of expenses) is subordinate
           and junior in right of payment, to the extent and in the manner
           provided in this Section 3, to the prior payment in full of all
           Senior Indebtedness. The provisions of this Section 3 are for the
           benefit of the Agent acting on behalf of the holders from time to
           time of Senior Indebtedness under the Credit Agreement, including the
           Lenders as defined therein, and such holders

                                      N-1
<Page>
           are hereby made obligees hereunder to the same extent as if their
           names were written herein as such, and they (collectively or singly)
           may proceed to enforce such provisions.

       (b) LIQUIDATION, DISSOLUTION OR BANKRUPTCY.

             (i) Upon any distribution of assets of the Obligor to creditors or
                 upon a liquidation or dissolution or winding-up of the Obligor
                 or in a bankruptcy, arrangement, liquidation, reorganization,
                 insolvency, receivership or similar case or proceeding relating
                 to the Obligor or its property or other marshalling of assets
                 of the Obligor:

              (A) the holders of Senior Indebtedness shall be entitled to
                  receive payment in full of all Senior Indebtedness before the
                  Holder shall be entitled to receive any payment of principal
                  of or interest on, or any other amount owing in respect of,
                  the Subordinated Notes;

              (B) until payment in full of all Senior Indebtedness, any
                  distribution of assets of the Obligor of any kind or character
                  to which the Holder would be entitled but for this Section 3
                  is hereby assigned to the holders of Senior Indebtedness
                  absolutely and shall be paid by the Obligor or by any
                  receiver, trustee in bankruptcy, liquidating trustee, agents
                  or other Persons making such payment or distribution to, the
                  Agent on behalf of the holders of Senior Indebtedness under
                  the Credit Agreement, as their interests may appear; and

              (C) in the event that, notwithstanding the foregoing, any payment
                  or distribution of assets of the Obligor of any kind or
                  character, whether in Cash, Property or Securities, shall be
                  received by the Holder before all Senior Indebtedness is paid
                  in full, such payment or distribution shall be held in trust
                  for the benefit of and shall be paid over to the Agent on
                  behalf of the holders of Senior Indebtedness under the Credit
                  Agreement, as their interests may appear, for application to
                  the payment of all Senior Indebtedness under the Credit
                  Agreement until all such Senior Indebtedness shall have been
                  paid in full after giving effect to any concurrent payment or
                  distribution to the holders of Senior Indebtedness under the
                  Credit Agreement in respect of such Senior Indebtedness.

            (ii) If (A) a bankruptcy, reorganization, insolvency, receivership
                 or similar proceeding relating to the Obligor or its property
                 (a "REORGANIZATION PROCEEDING") is commenced and is continuing
                 and (B) the Holder does not file proper claims or proofs of
                 claim in the form required in a Reorganization Proceeding prior
                 to 45 days before the expiration of the time to file such
                 claims, then (1) upon the request of the Agent, the Holder
                 shall file such claims and proofs of claim in respect of the
                 Subordinated Notes and execute and deliver such powers of
                 attorney, assignments and proofs of claim or proxies as may be
                 directed by the Agent to enable it to exercise in the sole
                 discretion of the Agent any and all voting rights attributable
                 to the Subordinated Notes which are capable of being voted
                 (whether by meeting, written resolution or otherwise) in a
                 Reorganization Proceeding and enforce any and all claims upon
                 or in respect of the Subordinated Notes and to collect and
                 receive any and all payments or distributions which may be
                 payable or deliverable at any time upon or in respect of the
                 Subordinated Notes, and (2) whether or not the Agent shall take
                 the action described in clause (1) above, the Agent shall
                 nevertheless be deemed to have such powers of attorney as may
                 be necessary to enable the Agent to exercise such voting
                 rights, file appropriate claims and proofs of claim and
                 otherwise exercise the powers described above for and on behalf
                 of the Holder.

       (c) RELATIVE RIGHTS.  This Section 3 defines the relative rights of the
           Holder and the holders of Senior Indebtedness. Nothing in this
           Section 3 shall:

             (i) impair, as between the Obligor and the Holder, the obligation
                 of the Obligor, which is absolute and unconditional, to pay the
                 principal of and interest on the Subordinated Notes in
                 accordance with their terms; or

            (ii) affect the relative rights of the Holder and creditors of the
                 Obligor other than the holders of Senior Indebtedness; or

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            (iii) affect the relative rights of the holders of Senior
                  Indebtedness among themselves or opposite the Obligor under
                  the Credit Documents; or

            (iv) prevent the Holder from exercising its available remedies upon
                 a default, subject to the rights of the holders of Senior
                 Indebtedness to receive cash, property or other assets
                 otherwise payable to the Holder.

       (d) SUBORDINATION MAY NOT BE IMPAIRED.

             (i) No right of any holder of Senior Indebtedness to enforce the
                 subordination of indebtedness evidenced by the Subordinated
                 Notes shall in any way be prejudiced or impaired by any act or
                 failure to act by the Obligor or by any such holder or the
                 Agent, or by any non-compliance by the Obligor with the terms,
                 provisions or covenants herein, regardless of any knowledge
                 thereof which any such holder or the Agent may have or be
                 otherwise charged with. Neither the subordination of the
                 Subordinated Notes as herein provided nor the rights of the
                 holders of Senior Indebtedness with respect hereto shall be
                 affected by any extension, renewal or modification of the
                 terms, or the granting of any security in respect of, any
                 Senior Indebtedness or any exercise or non-exercise of any
                 right, power or remedy with respect thereto.

            (ii) The Holder agrees that all indebtedness evidenced by the
                 Subordinated Notes will be unsecured by any Charge (as defined
                 in the Credit Agreement) or by any Lien (as defined in the
                 Indenture) upon or with respect to any property of the Obligor.

            (iii) The Holder agrees not to exercise any offset or counterclaim
                  or similar right in respect of the indebtedness evidenced by
                  the Subordinated Notes except to the extent payment of such
                  indebtedness is permitted and will not assign or otherwise
                  dispose of the Subordinated Notes or the indebtedness which it
                  evidences unless the assignee or acquiror, as the case may be,
                  agrees to be bound by the terms of this Agreement.

       (g) HOLDER ENTITLED TO RELY.

           Upon any payment or distribution pursuant to this Section 3, the
           Holder shall be entitled to rely (i) upon any order or decree of a
           court of competent jurisdiction in which any proceedings of the
           nature referred to in Section 3(b) are pending, (ii) upon a
           certificate if the liquidating trustee or agent or other person in
           such proceedings making such payment or distribution to the Holder or
           its representative, if any, or (iii) upon a certificate of the Agent
           or any representative (if any) of the holders of Senior Indebtedness
           for the purpose of ascertaining the persons entitled to participate
           in such payment or distribution, the holders of the Senior
           Indebtedness and other indebtedness of the Obligor, the amount
           thereof or payable thereon, the amount or amounts paid or distributed
           thereon and all other facts pertinent thereto or to this Section 3.

    4.  ENFORCEABILITY.  Each of the Obligor and the Holder represents and
       warrants that this Agreement has been duly authorized, executed and
       delivered by each of the Obligor and the Holder and constitutes a valid
       and legally binding obligation of each of the Obligor and the Holder,
       enforceable in accordance with its terms, subject to bankruptcy,
       insolvency, fraudulent transfer, reorganization, moratorium and similar
       laws of general applicability relating to or affecting creditors' rights
       and to general equity principles; and on the date hereof, the Holder
       shall deliver an opinion or opinions of counsel to such effect to the
       Agent for the benefit of the Lenders.

    5.  MISCELLANEOUS.

       (a) Until payment in full of all the Senior Indebtedness, the Obligor and
           the Holder agree that no amendment shall be made to any of the
           Subordinated Notes which would affect the rights of the holders of
           the Senior Indebtedness.

       (b) This Agreement may not be amended or modified in any respect, nor may
           any of the terms or provisions hereof be waived, except by an
           instrument signed by the Obligor, the Holder and the Agent.

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       (c) This Agreement shall be binding upon each of the parties hereto and
           their respective successors and assigns and shall inure to the
           benefit of the Agent and each and every holder of Senior Indebtedness
           and their respective successors and assigns.

       (d) This Agreement shall be governed by and construed in accordance with
           the laws of the State of New York.

       (e) The Holder and the Obligor each hereby irrevocably agrees that any
           suits, actions or proceedings arising out of or in connection with
           this Agreement may be brought in any state or federal court sitting
           in The City of New York or any court in the Province of Quebec and
           submits and attorns to the non-exclusive jurisdiction of each such
           court.

       (f)  The Holder and the Obligor will whenever and as often as reasonably
           requested to do so by the Agent, do, execute, acknowledge and deliver
           any and all such other and further acts, assignments, transfers and
           any instruments of further assurance, approvals and consents as are
           necessary or proper in order to give complete effect to this
           Agreement.

       (g) Each of the Holder and the Obligor irrevocably appoints CT
           Corporation System, as its authorized agent in the State of New York
           upon which process may be served in any such suit or proceedings, and
           agrees that service of process upon such agent, and written notice of
           said service to CT Corporation System, by the person serving the same
           to the addresses listed below, shall be deemed in every respect
           effective service of process upon the Holder or the Obligor, as
           applicable, in any such suit or proceeding.

    If to the Obligor:

      -

    If to the Holder:

      -

    Each of the Holder and the Obligor further agrees to take any and all action
as may be necessary to maintain such designation and appointment of such agent
in full force and effect for a period of ten years from the date of this
Agreement.

    IN WITNESS WHEREOF, the Obligor and the Holder each have caused this
Agreement to be duly executed.

<Table>
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                                                   Title:   -

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                                                 by
                                                   Name:   -
                                                   Title:   -
</Table>

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