**Exhibit 4.3**

 

**EIGHTH AMENDING AGREEMENT**to theCredit Agreement dated as of November 28, 2000, as amended by a FirstAmending Agreement dated January 5, 2001, a Second Amending Agreementdated 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 FifthAmending Agreement dated as of March 24, 2003, a Sixth Amending Agreementdated as of October 8, 2003, and a Seventh Amending Agreement dated as ofNovember 19, 2004, entered into in the City of Montreal, Province ofQuebec, as of March 6, 2008,

 
| **AMONG:** | ** ** | **VIDÉOTRON LTÉE**, a  company constituted in accordance with the laws of Quebec, having its  registered office at 300 Viger Street East, 6th floor,  in the City of Montreal, Province of Quebec (hereinafter called the “**Borrower**”) |
|------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |       |                                                                                                                                                                                                                                                          |   |
|       |       |                                                                                                                                                                                                                                                          | **PARTY OF THE FIRST PART** |
|       |       |                                                                                                                                                                                                                                                          |   |
|       | **AND:**   | ** **                                                                                                                                                                                                                                                    | **THE LENDERS, AS DEFINED IN  THE CREDIT AGREEMENT**(the “**Lenders**”) |
|       |       |                                                                                                                                                                                                                                                          |   |
|       |       |                                                                                                                                                                                                                                                          | **PARTIES OF THE SECOND PART** |
|       |       |                                                                                                                                                                                                                                                          |   |
|       | **AND:**   | ** **                                                                                                                                                                                                                                                    | **ROYAL BANK OF CANADA, AS  ADMINISTRATIVE AGENT FOR THE LENDERS**, a Canadian bank,  having a place of business at 200 Bay Street, 12th floor, South Tower, Royal  Bank Plaza, in the City of Toronto, Province of Ontario (hereinafter called  the “**Agent**”) |
|       |       |                                                                                                                                                                                                                                                          |   |
|       |       |                                                                                                                                                                                                                                                          | **PARTY OF THE THIRD PART** |
|            |            |                                                                                                                                                                                                                                                               |  |

 

**WHEREAS** theparties hereto are parties to a Credit Agreement dated as of November 28,2000, as amended by a First Amending Agreement dated January 5, 2001, aSecond Amending Agreement dated as of June 29, 2001, a Third AmendingAgreement dated as of December 21, 2001, a Fourth Amending Agreement datedas of December 23, 2002, a Fifth Amending Agreement dated as ofMarch 24, 2003, a Sixth Amending Agreement dated as of October 8,2003, and a Seventh Amending Agreement dated as of November 19, 2004,creating an Amended and Restated Credit Agreement (as so amended and amendedand restated, the “**Credit Agreement**”);

 

**WHEREAS** theBorrower has requested certain amendments to the Credit Agreement to provide itwith greater flexibility and, in particular, to allow the Borrower to cause tobe issued Letters of Credit in connection with the upcoming Canadian Auctionfor Spectrum Licences for Advanced Wireless Services and other Spectrum in the2 GHz Range of up to $350,000,000, and to make certain amendments to pricingand to other covenants; and

 

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**WHEREAS** therequisite majority of the Lenders has agreed with the Borrower to theamendments contemplated hereby, and as such, the Lenders have complied with theprovisions of Section 18.14 of the Credit Agreement, as evidenced by thesignature of each Lender and of the Agent on this Agreement;

 

**NOW THEREFORE, THE PARTIESHERETO AGREE AS FOLLOWS:**

 

# **I.****             ****INTERPRETATION**

 

## All of the words and expressionswhich are capitalized herein shall have the meanings ascribed to them in theCredit Agreement unless otherwise indicated herein.

##  

# **II.****           ****AMENDMENTS**

# ** **

## 1.             Subsection 1.1.2 of theCredit Agreement is deleted and replaced by the following:

##  

### “1.1.2      “**AdditionalOffering**”****means anOffering of unsecured Debt incurred or issued by the Borrower having a termexpiring after the expiry of the Term, the terms and conditions of whichOffering (excluding, for greater certainty, pricing) are no more favourable tothe Persons providing such Debt than the provisions hereof;”.

###  

## 2.             Subsection 1.1.9 of theCredit Agreement (definition of “Asset Disposition”) is amended by deleting thereference to subsection 1.1.85.1 and replacing it with a reference tosubsection 1.1.89.1.

##  

## 3.             Subsection 1.1.50 of theCredit Agreement is deleted and replaced by the following:

##  

### “1.1.50    “**EBITDA**” means, during a financial period,earnings of the VL Group before non-controlling interests, earnings fromequity-accounted investments, extraordinary items, non-recurring gains orlosses on debt extinguishment, asset sales and restructuring, Interest Expense,taxes, depreciation and amortization, foreign exchange translation gains orlosses not involving the payment of cash and other non-cash financial charges,without taking into account any goodwill adjustments, calculated on aConsolidated basis, and otherwise in accordance with GAAP; for greatercertainty, there shall be excluded from the calculation of EBITDA, to theextent included in such calculation, the amount of any income or expenserelating to Back-to-Back Securities and the costs arising out of the terminationof the Derivative Instruments associated with Term Facility B upon itsrepayment, in an approximate amount of $8,000,000;”.

##  

## 4.             A new subsection,1.1.51, is hereby added to the Credit Agreement as follows.  All other subsections are renumberedaccordingly:

 

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### “1.1.51    “**EighthAmendment Closing Date**” means March 6, 2008;”.

###  

## 5.             The last sentence ofsubsection 1.1.61 (now 1.1.62), the definition of “Guarantors”, is amended torefer to the “Eighth Amendment Closing Date” instead of the “Seventh AmendmentClosing Date”.

##  

## 6.             New subsections 1.1.72,1.1.74 and 1.1.76 are added as follows:

##  

### “1.1.72    “**IssuingLender**” means Royal Bank of Canada as the issuer of Letters ofCredit (in that capacity), or any successor issuer of Letters of Credit.  For greater certainty, where the contextrequires, references to “Lenders” herein include the Issuing Lender;

###  

### 1.1.74**     **“**LCFees**” has the meaning ascribed to such term in subsection 4.3.2;

###  

### 1.1.76      “**Letterof Credit**” means any stand-by letter of credit or letter ofguarantee issued by the Issuing Lender in connection with the Spectrum Auctionand Purchase in accordance with the provisions hereof;”.

###  

## 7.             The definition of “Loan”in subsection 1.1.79 (now 1.1.83) is amended by adding the words “and Lettersof Credit” on the third line after the words “Bankers Acceptances”.  Consequently, the subsection now provides asfollows:

##  

### “1.1.83    “**Loan**”means, at any time, the aggregate of the Advances outstanding in accordancewith the provisions hereof, including the face amount of any Bankers’Acceptances and Letters of Credit issued in accordance with the provisionshereof, together with all unpaid interest thereon and any other amount inprincipal, interest and accessory costs payable to the Agent or the Lenders bythe Borrower pursuant hereto, including, for greater certainty, amountscontemplated by Section 5.7;”.

###  

## 8.             The definition of“Margin” in subsection 1.1.82 (now 1.1.86) is deleted and replaced by thefollowing:

##  

### “1.1.86    “**Margin**”means, for Prime Rate Advances, Stamping Fees, LC Fees and Facility Fees, aswell as Libor Advances by Foreign Lenders, under the Revolving Facility, thefollowing annual percentages depending on the VL Group’s then-applicableLeverage Ratio, determined at the times and in the manner set out below thetable:

 

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| **Leverage Ratio** | ** ** | **Facility Fees** | ** ** | **Prime Rate plus** | ** ** | **Stamping Fees or Cdn$ Libor plus or LC Fee** | ** ** |
|-------------------------|------------|------------------------|------------|-------------------------------|------------|----------------------------------------------------------------------------------------|------------|
|                    |       |                   |       |                          |       |                                                                                   |       |
|                    |       |                   |       |                          |       |                                                                                   |       |
|                    |       |                   |       |                          |       |                                                                                   |       |

 

Eachchange resulting from a change in the Leverage Ratio shall be effective withrespect to all outstanding Loans retroactively from the first day of eachfiscal quarter of the Borrower, and shall be based on the VL Group’s financialstatements and Compliance Certificates required by subsections 12.15.1 and12.15.2, as applicable, and the Leverage Ratio derived from such financialstatements.  Thus, the financialstatements and Compliance Certificates which shall be delivered 60 days afterquarter-end and 75 days after year-end (based on unaudited results and subjectto readjustment upon delivery of a second Compliance Certificate in accordancewith the provisions of subsection 12.15.2(b)) will be used to calculate theLeverage Ratio applicable from the first day of the quarter in which suchfinancial statements and Compliance Certificates were to be delivered.  For example, the financial statements andCompliance Certificates to be delivered in respect of the quarter endingMay 31 of any year of the Term shall be delivered by July 30 of thatyear, and shall be used to calculate the Leverage Ratio for the period fromJune 1 of that year to August 31 of that year.  If, as a result of an increase in theLeverage Ratio, the Margin has increased, the Agent will advise the Borrowerand the Lenders and the Borrower will pay all additional amounts that may bedue to the Lenders within 2 Business Days of being advised of the amountdue.  If, as a result of a reduction inthe Leverage Ratio, the Margin has been reduced, the Agent shall advise the Borrowerand the Lenders and the amounts owed to the Borrower (a) will be deductedfrom the Stamping Fees otherwise payable in the case of a BA Advance, on thenext Rollover Date of the relevant BA Advance, or (b) in the case of PrimeRate Advances, will be deducted from the interest otherwise payable by theBorrower on the next interest payment date contemplated by Section 5.2, or(c) in the case of Letters of Credit, will be deducted from the LC Feesotherwise payable by the Borrower on the next LC Fee payment date contemplatedby Section 4.3.2, and (d) if no interest or Stamping Fees are payableduring that period, the Lenders shall remit the necessary amounts to the Agentfor payment to the Borrower;”.

 

## 9.             The first line of thedefinition of “Net Proceeds” in subsection 1.1.85 (now 1.1.89) is amended byreplacing the word “Section” with the word “Sections”.

 

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## 10.           New subsections 1.1.112and 1.1.113 are added as follows:

##  

### “1.1.112  **Spectrum Auctionand Purchase**” means the process described in Industry Canada’s “NoticeNo. DGRB-011-07 — Licensing Framework for the Auction for SpectrumLicences for Advanced Wireless Services and other Spectrum in the 2 GHz Range;

###  

### 1.1.113    “**SpectrumCo.**” means any Person in which the Borrower may have a voting and/oreconomic interest and which Person may be the bidder on behalf of the Borrowerand others in the Spectrum Auction and Purchase;”.

###  

## 11.           The definition of “TermFacility C” in subsection 1.1.116 (now 1.1.122) is amended by replacing thewords “will have been” with the word “was”. Consequently, the subsection now reads as follows:

##  

### “1.1.122  “**TermFacility C**” means the portion of the Credit previously availableunder this Credit Agreement which was repaid in full by the Borrowerconcurrently with the initial Advance hereunder on or after the SeventhAmending Closing Date;”.

###  

## 12.           Section 3.1 isamended to add Letters of Credit to the permitted purposes, and now reads asfollows:

##  

## “3.1         **Purpose of theAdvances**

##  

All Advances made by the Lenders to theBorrower under the Revolving Facility in accordance with the provisions hereoffrom and after the Eighth Amendment Closing Date shall be used by the Borrowerfor general corporate purposes, including, without limitation, to issue Lettersof Credit solely in connection with the Spectrum Auction and Purchase and topay dividends to QMI from time to time, subject to and in accordance with theterms and conditions of this Agreement.”.

 

## 13.           A new Section 4.3is added as follows, and Sections 4.3 to 4.11 are renumbered as 4.4 to 4.12;all cross-references in those Sections and elsewhere in the Agreement toSections 4.3 to 4.11 are also modified to take into account the new numbering:

##  

### “4.3         **Letters of Creditfor Spectrum Auction and Purchase**

###  

### 4.3.1        Issuance.  Subject to the applicable provisions of thisAgreement, on any Business Day during the Disbursement Period, as part of theCredit available under the Revolving Facility, upon one (1) Business Day’sprior written Notice of Borrowing delivered to the Agent prior to10:00 a.m. the preceding Business Day, the Borrower may cause to be issuedby the Issuing Lender on behalf of the Lenders one or more Letters of Credit ina maximum aggregate amount outstanding at any time not exceeding $350,000,000.  Each Letter of 

 

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### Credit may be issued solely tosupport, directly or indirectly, the bid in the Spectrum Auction and Purchase,and shall be issued in Canadian Dollars. Concurrently with the delivery of a Notice of Borrowing requesting aLetter of Credit, the Borrower shall execute and deliver to the Issuing Lenderthe documents required by the Issuing Lender in respect of the requested typeof Letter of Credit, including a Letter of Credit application and indemnity onthe Issuing Lender’s standard forms.  Inthe event of any conflict between the provisions of this Agreement and theprovisions of any document relating to a Letter of Credit, the provisions of thisAgreement shall govern and prevail.  Theterm of each Letter of Credit shall expire prior to the end of the Term andshall not be more than 364 days and shall otherwise be in form and substancesatisfactory to the Issuing Lender.

###  

### 4.3.2        Fee. The Borrower shall pay fees in respect of any such Letters of Credit (“**LC Fees**”) issued or renewed equal to theaggregate of: (i) for the Lenders, an amount equal to (A) the faceamount of the Letter of Credit on the date that the fee is payable multipliedby (B) a fraction (1) the numerator of which shall equal the productresulting from multiplying the applicable LC Fee percentage provided for in thetable contained in the definition of “Margin” by the number of days in the termof the Letter of Credit selected by the Borrower, and (2) the denominatorof which shall consist of 365 days or 366 days (as the case may be), which feesshall be payable quarterly in arrears on the last Business Day of each calendarquarter and (ii) for the Issuing Lender,     % perannum of the face amount thereof and for the number of days in the term of theLetter of Credit selected by the Borrower, payable quarterly in arrears on thelast Business Day of each calendar quarter, or on such other date as the Agentmay determine from time to time.

###  

### 4.3.3        Reimbursement Obligations.  In the event of any drawing under a Letter ofCredit, the Issuing Lender shall promptly notify the Borrower who shallimmediately reimburse the amount to the Issuing Lender in same day funds.  In the event that the Borrower fails toreimburse the Issuing Lender immediately upon a drawing and fails to provide aNotice of Borrowing with a different option, the Borrower shall be deemed tohave requested from the Agent a Canadian Prime Rate Advance on the date and inthe amount of the drawing, the proceeds of which will be used to satisfy thereimbursement obligations of the Borrower to the Lenders in respect of thedrawing.  The reimbursement obligationsof the Borrower hereunder shall be absolute, unconditional and irrevocable andshall be performed strictly in accordance with the terms of this Agreementunder any and all circumstances whatsoever and irrespective of:

###  

#### 4.3.3.1             any lack of validity orenforceability of any Letter of Credit or this Agreement or any term orprovision therein or herein;

####  

#### 4.3.3.2             the existence of any claim, set-off,compensation, defence or other right that the Borrower, any Guarantor or othermember of the VL 

 

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#### Group or any other Person may at anytime have against the beneficiary under any Letter of Credit, the IssuingLender, the Agent, any Lender or any other Person, whether in connection withthis Agreement or any other related or unrelated agreement or transaction;

####  

#### 4.3.3.3             any draft or other documentpresented under a Letter of Credit proving to be forged, fraudulent or invalidin any respect or any statement therein being untrue or inaccurate in anyrespect;

####  

#### 4.3.3.4             any dispute between or among themembers of the VL Group and any beneficiary of any Letter of Credit or any otherparty to which such Letter of Credit may be transferred or any claimswhatsoever of the members of the VL Group against any beneficiary of suchLetter of Credit or any such transferee; and

####  

#### 4.3.3.5             the validity or sufficiency of anyinstrument transferring or assigning or purporting to transfer or assign anyLetter of Credit or any of the rights or benefits thereunder or proceedsthereof in whole or in part, which may prove to be invalid or ineffective forany reason.

####  

The Issuing Lender shall not be liable for anyerror, omission, interruption or delay in transmission, dispatch or delivery ofany message or advice, however transmitted, in connection with any Letter ofCredit, except for errors or omissions that result directly from theintentional or gross fault of the Issuing Lender, as determined by a finaljudgment of a court of competent jurisdiction.

 

In furtherance and extension and not inlimitation of the specific provisions of this Section 4.3, (A) anyaction taken or omitted by the Issuing Lender or any of its respectivecorrespondents under or in connection with any of the Letters of Credit, iftaken or omitted in good faith and without gross or intentional fault, asdetermined by a final judgment of a court of competent jurisdiction, shall be bindingupon the Borrower and shall not put the Issuing Lender or its respectivecorrespondents under any resulting liability to the Borrower and (B) theIssuing Lender may, without gross or intentional fault as determined by a finaljudgment of a court of competent jurisdiction, accept documents that appear ontheir face to be in substantial compliance with the terms of a Letter ofCredit, without responsibility for further investigation, regardless of anynotice or information to the contrary (other than an injunction granted by acourt of competent jurisdiction during the period for which such injunction isenforced), and may make payment upon presentation of documents that appear ontheir face to be in substantial compliance with the terms of such Letter ofCredit, provided that the Issuing Lender shall have the right, in its solediscretion, to decline to accept such documents and to make such payment ifsuch documents are not in strict compliance with the terms of such Letter ofCredit.

 

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### 4.3.4        Indemnification.

###  

#### 4.3.4.1             The Borrower agrees to indemnify andhold harmless the Issuing Lender and each of its officers, directors,affiliates, employees, advisors and agents (the “**Indemnitees**”) from and against any and all losses, claims,damages and liabilities which the Indemnitees may incur (or which may beclaimed against any Indemnitee) by any Person by reason of or in connectionwith the issuance or transfer of or payment or failure to pay under any Letterof Credit, provided that the foregoing indemnity will not, as to an Indemnitee,apply to losses, claims, damages, liabilities or related expenses to the extentthey are found by a final, non-appealable judgment of a court to arise from thegross or intentional fault of such Indemnitee.

####  

#### 4.3.4.2             The Borrower agrees, as between theBorrower and the Issuing Lender, that the Borrower shall assume all risks ofthe acts, omissions or misuse by the beneficiary of any Letter of Credit.

####  

#### 4.3.4.3             Neither the Issuing Lender nor theAgent or any other Lender shall, in any way, be liable for any failure by theIssuing Lender or anyone else to pay any drawing under any Letter of Credit asa result of any action by any governmental authority or any other cause beyondthe control of the Issuing Lender.

####  

#### 4.3.4.4             The obligations of the Borrowerunder this Section 4.3 shall survive the termination of thisAgreement.  No acts or omissions of anycurrent or prior beneficiary of a Letter of Credit shall in any way affect or impairthe rights of the Issuing Lender to enforce any right, power or benefit underthis Agreement.

####  

### 4.3.5        LC Escrowed Funds.  Upon the occurrence and continuance of anEvent of Default, or if a Mandatory Repayment to be made would require therepayment of outstanding Letters of Credit prior to their maturity, theBorrower will forthwith, upon request from the Issuing Lender or theAgent, pay to the Agent for deposit into an escrow account maintained by and inthe name of the Agent, (i) in the case of the occurrence and thecontinuance of an Event of Default, the amount equal to the Issuing Lender’smaximum potential exposure under the then outstanding Letters of Credit or(ii) in the case of a Mandatory Repayment requiring the repayment ofoutstanding Letters of Credit prior to their maturity, the amount equal to theproportion of such Mandatory Repayment that would require Letters of Credit tobe repaid prior to their maturity (in each case, the “**LC Escrowed Funds**”).  The LC Escrowed Funds will be held by the Agentfor compensation or set-off against future Indebtedness owing by the Borrowerto the Issuing Lender in respect of such Letters of Credit and pending suchapplication will bear interest at the rate 

 

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### declared by the Agent from time totime as that payable by it in respect of deposits for such amount and for theperiod from the date of deposit to the maturity date of the Letters ofCredit.  If such Event of Default iseither waived or cured in compliance with the terms of this Agreement, then theremaining LC Escrowed Funds, if any, together with any accrued interest to thedate of release, will be released to the Borrower.  The deposit of the LC Escrowed Funds by theBorrower with the Agent as herein provided will not operate as a repayment onaccount of the Loan Obligations until such time as the LC Escrowed Funds areactually paid to the Issuing Lender as a repayment of principal hereunder.  The Borrower shall sign and remit as Securitywith regard thereto all appropriate documents that the Agent or the IssuingLender might judge necessary or desirable.

###  

### 4.3.6        Resignation.  The Issuing Lender may resign as such (a “**Resigning Issuing Lender**”) upon 15 days’prior written notice to the Agent and the Borrower, in which event the Borrowershall designate another Lender as Issuing Lender.  Upon acceptance by another Lender of theappointment as Issuing Lender (the “**SuccessorIssuing Lender**”), the Successor Issuing Lender shall succeed to therights, powers and duties of the Resigning Issuing Lender and shall have allthe rights and obligations of the Resigning Issuing Lender under this Agreementand the other Loan Documents.  Uponrequest by any of the Resigning Issuing Lender, the Successor Issuing Lender,the Agent or the Borrower, each of the Resigning Issuing Lender, the Agent, theBorrower and the Successor Issuing Lender shall enter into an agreementevidencing the appointment of the Successor Issuing Lender and dealing withsuch other matters as the parties may agree including any reallocation of feespaid in relation to outstanding Letters of Credit which may be necessary.  Following the resignation of the ResigningIssuing Lender, the Resigning Issuing Lender shall continue to have all therights and obligations of an Issuing Lender under this Agreement and the otherLoan Documents with respect to Letters of Credit issued by it prior to suchresignation, but the Resigning Issuing Lender shall not be required to issueadditional Letters of Credit.  For avoidanceof doubt, the provisions of this Agreement relating to the Issuing Lender shallinure to the benefit of the Resigning Issuing Lender as to any actions taken oromitted to be taken by it (a) while it was the Issuing Lender under thisAgreement or (b) at any time with respect to Letters of Credit issued bythe Issuing Lender.”.

###  

## 14.           Section 4.10 (now4.11) is modified to take into account Letters of Credit, and now reads asfollows:

##  

## “4.11       **Limits on BAAdvances, Letters of Credit and Libor Advances**

##  

Nothing in this Agreement shall be interpretedas authorizing the Borrower to issue Bankers’ Acceptances or borrow by way ofLibor Advances for a Designated Period expiring, nor to cause to be issuedLetters of Credit maturing, on a date which results in a situation where theCredit cannot be reduced as required by this Agreement, or on a date 

 

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which is after the expiry of the Term (or, inthe case of a Letter of Credit, on a date which is less than 5 Business Daysbefore the expiry of the Term).”.

 

## 15.           Subsection 9.2.2 isamended to replace the reference to subsection 1.1.88.7 with a reference tosubsection 1.1.92.7.

##  

## 16.           A new subsection 9.2.10is added as follows:

##  

“9.2.10    if the Borrower elects to use Spectrum Co. as the bidder on behalf ofthe Borrower and others in the Spectrum Auction and Purchase, execute and causeto be executed by the Borrower and any of its Subsidiaries holding shares orother equity interests in Spectrum Co., from the date on which any of same areacquired, an agreement pledging such shares and equity interests to the Agenton behalf of the Lenders by way of a first-ranking pledge (subject only toPermitted Charges), which agreement shall be substantially in the form of theShare Pledge.”.

 

## 17.           The last paragraph ofSection 9.3 is deleted and replaced by the following:

##  

### “The relevant amounts on the PhaseII Date, as determined by the directors of the Applicable Guarantor, will beset forth in a certificate in the form set out in Schedule****“K”, to be delivered within 5 BusinessDays following the Phase II Date**.**”.

###  

## 18.           Section 10.2 of theCredit Agreement is deleted and replaced by the following, to take into accountthe conditions precedent contemplated by this Eighth Amending Agreement:

##  

## “10.2       **Initial Advanceunder the Revolving Facility After the Eighth Amendment Closing Date**

##  

Theobligation of the Lenders to make the initial Advance under the RevolvingFacility after the Eighth Amendment Closing Date is conditional upon the fulfilment of each of the conditions set out in thisSection 10.2 and in Section 10.3 to the entire satisfaction of theAgent and the Lenders:

 

##### 10.2.1              certifiedcopies of all of the constating documents, borrowing by-laws and resolutions ofthe Borrower, each other member of the VL Group and Spectrum Co. (if theBorrower elects to use Spectrum Co. to act as bidder on behalf of the Borrowerand others in the Spectrum Auction and Purchase) not previously provided to theAgent shall have been provided to the Agent;

#####  

##### 10.2.2              eachof the Security Documents required by Section 9.2 shall have beenexecuted, delivered, issued or assigned and registered or published, as thecase may be, wherever required;

 

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##### 10.2.3              all of the issuedand outstanding shares of the Subsidiaries referred to in subsection 9.2.3, andthe shares of Spectrum Co. referred to in subsection 9.2.10, owned, directly orindirectly by the Borrower and any of its Subsidiaries at the relevant time,shall have been pledged in accordance with the Share Pledge executed by theBorrower and the relevant Subsidiaries and all of the pledged shares shall havebeen remitted to the Agent;

#####  

##### 10.2.4              the Borrower shallhave delivered to the Agent a certificate in the form of Schedule “F” signed byan officer stipulating and certifying that:

#####  

##### a)             such officer hastaken cognizance of all the terms and conditions of this Agreement and of allcontracts, agreements and deeds pertaining hereto;

#####  

##### b)            no Default or Event ofDefault has occurred or exists hereunder;

#####  

##### c)             the corporatestructure of the VL Group is as set out in the diagram attached to thecertificate;

#####  

##### d)            each member of the VLGroup holds the permits, Licences, licences and authorizations required in orderto permit it to possess its property and its real estate and to carry on itsbusiness in the manner in which it is being carried on at present; and

#####  

##### e)             all property to becharged by the Security Documents is located in the jurisdictions described ina schedule thereto;

#####  

##### 10.2.5              the Borrower shallhave delivered to the Agent in a sufficient number of copies for each of theLenders its Annual Business Plan in respect of its financial years ending December 31,2008, 2009 and 2010, showing *pro forma*compliance with all financial covenants hereunder;

#####  

##### 10.2.6              each of the SecurityDocuments shall have been amended (to the extent required), executed,delivered, issued or assigned and registered or published, as the case may be,wherever required;

#####  

##### 10.2.7              the Borrower shallhave delivered to the Agent the favourable legal opinion(s) of the counselto the Borrower, addressed to the Lenders, the Agent and its counsel, in formand substance acceptable to the Agent and its counsel, acting reasonably,including with regard to the continuing validity of all relevant Guarantees andSecurity.”.

 

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19.           Section 11.4is deleted and replaced by the following:

 

“11.4       **Current Business**

 

The VL Group operatesbusinesses in the cable and telecommunications industry, including on-lineinternet services, telephony, and the sale and rental of videocassettes, oranything related or ancillary thereto.”.

 

20.           Section 12.13is amended to remove the reference to providing quarterly ComplianceCertificates containing an updated amount of certain Guarantees.  Consequently, Section 12.13 now providesas follows:

 

“12.13     **Maintenance of Security**

 

It shall take all necessary steps to preserve andmaintain in effect the rights of the Agent and the Lenders, as well as anycollateral agent designated by the Agent, pursuant to the Security Documents,together with any renewals thereof or additional documents creating Chargesthat may be required from time to time. In addition, if any new Subsidiary of any member of the VL Group iscreated 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.”.

 

21.           A new Section 12.19is added as follows:

 

“12.19     **Transfer of Licences from Spectrum Co. to the VL Group**

 

The Borrower shallcause Spectrum Co. to transfer to a member of the VL Group that has providedunlimited Guarantees and Security to the Agent for the benefit of the Agent andthe Lenders, all of the licences and rights it obtains in the Spectrum Auction and Purchase inrespect of the Province of Quebec (and for any other area to the extent thatthe licences and rights for such area were acquired using a Letter of Creditissued hereunder or were otherwise paid for by a member of the VL Group) assoon as reasonably possible after any Letter of Credit issued in support of thesaid Spectrum Auction and Purchase is presented for payment or payment isotherwise made to acquire such licences. The Borrower shall take all steps required by the Agent to ensure thatthe transferred assets are subject to the Security.”.

 

22.           Section 13.4is amended to correct a typographical error, by adding the following expressionimmediately before the expression “, or (c)”:

 

“will be permittedunder this paragraph (b) without complying with the provisions ofparagraphs (i) and (ii) below)”.

 

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23.           Section 13.8is amended to permit specific unsecured daylight loans and to add a basket ofpermitted unsecured Debt.  Section 13.8accordingly provides as follows:

 

“13.8       **Debt and****Guarantees**

 

Incur or assume Debt,provide Guarantees or render itself liable in any manner whatsoever, directlyor indirectly, for any Indebtedness or obligation whatsoever of another Person,except (a) hereunder for the purposes set forth in Section 3.1; (b) underthe CF Cable Notes, limited to the amount outstanding thereunder at the ClosingDate, or any Debt incurred on the refinancing of the CF Cable Notes by a memberof the VL Group, which refinancing shall be only on an unsecured basis and foran amount not in excess of US$100,000,000; (c) that a member of the VLGroup may provide financial assistance to another member of the VL Group thathas provided an unlimited Guarantee and the Security to the Agent on behalf ofthe Lenders; (d) under the Cash Management Agreements; (e) inconnection with the Acquisition of Consortium Câble-Axion Digitel Inc., inrespect of which not more than $20,000,000 will be due; (f) in connectionwith the Borrower’s existing commercial paper program which will be terminatedon or before December 31, 2000; (g) in connection with Debt incurredor assumed that is secured by Permitted Charges, and within the limitsapplicable thereto; (h) in connection with Back-to-Back Transactions andTax Benefit Transactions (including by way of unsecured daylight loans); (i) inconnection with the HYD Offering; (j) that the Borrower may incur orassume Debt by way of Additional Offerings, and that the members of the VLGroup may provide unsecured Guarantees in respect of obligations of theBorrower under any such Debt outstanding at any time, to the extent that theBorrower complies with the applicable Leverage Ratio calculated on a *pro forma* basis; (k) the Borrower may borrowSubordinated Debt from Quebecor Media Inc. in an initial principal amount of upto $150,000,000, with interest at a rate not exceeding the three month bankers’acceptance rate quoted on Reuter’s Services, page CDOR, as atapproximately 10:00 a.m. on such day plus 1.5% per annum (together withinterest accrued thereon or paid in kind, the “**QMISubordinated Debt**”); (l) in connection with an unsecured cashmanagement credit facility limited to a maximum amount of $10,000,000, providedthat the aggregate amount of such cash management facility and the CashManagement Facility shall never exceed $15,000,000; (m) additionalunsecured Debt of up to $50,000,000; (n) any unsecured daylight loan inorder to permit the VL Group to purchase from Spectrum Co. any licences grantedas part of the Spectrum Auction and Purchase, which daylight loan will berepaid immediately following such sale by (i) Spectrum Co. using theproceeds of the sale to repurchase the preferred shares or other equityinterests held in it by the VL Group, and (ii) the VL Group using suchproceeds to repay the daylight loan; and (o) in connection with otherSubordinated Debt; provided that, with respect to any of the matters describedin paragraphs (c) to (n) above inclusive, (A) no Default orEvent of Default

 

13

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exists at the time, (B) incurringor assuming such Debt (including by way of providing such Guarantee) will notcause 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 tocause the Borrower to breach any of its covenants under Section 12.11hereof.”.

 

24.           Subsection16.2.1 is amended to require the consent of the Issuing Lender.  Consequently, the subsection now provides asfollows:

 

“16.2.1    Each Lender may, at its own cost, assign or transferto a Person entitled to lend money in Canada or any other Person consented toby the Borrower, the Agent and the Issuing Lender, or, to the extent permittedunder Section 17.15, to a Foreign Lender (the “**Assignee**”)in accordance with this Article 16 up to 100% of its rights, benefits andobligations hereunder (provided that its aggregate retained Commitment, if any,under the Revolving Facility is not less than $5,000,000) with the priorconsent of the Borrower, which shall not be unreasonably withheld ordelayed.  The Borrower may not refuse toconsent to an assignment or transfer on the sole grounds that the Assignee is aForeign Lender, provided the provisions of Section 17.15 arerespected.  After the occurrence of aDefault, any Lender may transfer all or any part of its rights, benefits andobligations hereunder to any Person, without the consent of the Borrower, butupon notice to the Agent and the Borrower and subject to the consent of theIssuing Lender.”.

 

25.           Section 17.4is deleted and replaced by the following:

 

“17.4       **Entire****Agreement**

 

The entire agreementbetween the parties is expressed herein, and no variation or modification ofits terms shall be valid unless expressed in writing and signed by theparties.  All previous agreements,promises, proposals, representations, understandings and negotiations betweenthe parties hereto which relate in any way to the subject matter of thisAgreement are hereby deemed to be null other than those contained in a letterby the Borrower to the Agent dated December 21, 2005 and confirmed by theAgent on March 1, 2006, and a letter by the Borrower to the Agent dated February 28,2006 and confirmed by the Agent on the same date.”.

 

26.           Thefirst paragraph of Section 17.13 is deleted and replaced as follows:

 

“The Borrower agrees toindemnify and defend each of the Agent, each Lender, and their respectivedirectors, officers, agents and employees from, and hold each of them harmlessagainst, any and all losses, liabilities, claims, damages or expenses of anykind which at any time or from time to time may be asserted against or incurredor paid by any of them for or in connection with, arising directly or indirectlyfrom or relating to: (i) the participation of the Agent or of any of theLenders in the transactions

 

14

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contemplated by thisAgreement, (ii) any Advance or the use or proposed use of the proceedstherefrom (including any refusal by the Issuing Lender to honor a demand forpayment under a Letter of Credit if the documents presented in connection withsuch demand do not strictly comply with the terms of such Letter of Credit), (iii) therole of the Agent or the Lenders in any investigation, litigation or otherproceeding brought or threatened relating to the Credit, (iv) the presenceon or under or the release or migration from any property or into theenvironment of any hazardous material, and/or (v) the compliance with orenforcement of any of their rights or obligations hereunder, including withoutlimitation:”.

 

27.           Thefirst paragraphs of Schedule “J” (prior to the signature line entitled “Nameand Title”) are deleted and replaced by the following:

 

“              We have reviewed the Credit Agreement originally datedas of November 28, 2000 entered into among VIDÉOTRON LTÉE, Royal Bank ofCanada, as Agent and the Lenders (as defined in the Credit Agreement, asamended and restated on November 19, 2004, and as modified, supplemented,amended or amended and restated from time to time, the “**CreditAgreement**”) and hereby certify that:

 

(i)            with the exceptions listed below (ifany), as of the date of this certificate, the Borrower has complied with allthe terms and conditions of the Credit Agreement; and

 

(iii)          noDefault has occurred and is continuing and no Event of Default has occurred orexists under the Credit Agreement [*or, if a Default or Eventof Default exists, set out the details and proposed solutions*].

 

Weattach a Compliance Certificate demonstrating the Borrower’s compliance withthe financial covenants listed in subsections 12.11.1, 12.11.2 and 12.11.3 ofthe Credit Agreement for the latest period required under subsection {12.15.1 -quarterly} {12.15.2 - annual} ***{choose one}***.”.

 

In addition, the portionat the end of the Schedule entitled “List of increases in any limitedGuarantees”, and the titles below it, are deleted.

 

28.           A newSchedule “M” is attached, replacing the former Schedule “M”.

 

**III.****          ****EFFECTIVE DATE AND CONDITIONS**

** **

1.             ThisEighth Amending Agreement shall become effective as of March 6, 2008 (the “**Effective Date**”), subject to the fulfilment of allconditions precedent set out herein and in the amended Section 10.2 above.

 

15

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2.             On theEffective Date, the Credit Agreement shall be modified by the foregoingamendments.  The parties hereto agreethat the changes to the Credit Agreement set out herein and the executionhereof shall not constitute novation and all the Security shall continue toapply to the Credit Agreement, as amended hereby, and all other obligationssecured thereby.  Without limiting thegenerality of the foregoing and to the extent necessary, (i) the Lendersand 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 inrespect of all present and future obligations under, *inter alia*,the Credit Agreement, as amended hereby.

 

3.             TheBorrower shall pay all fees and costs, including legal fees associated withthis Agreement incurred by the Agent as contemplated and restricted by theprovisions of Section 12.14 of the Credit Agreement.

 

4.             TheBorrower shall provide the opinion of its counsel, in form and substanceacceptable to the Agent and the Lenders’ counsel, with respect to the power,capacity, and authority of the Borrower and each of the Guarantors to enterinto or intervene in this Eighth Amending Agreement and to perform itsobligations hereunder, with respect to the enforceability of this EighthAmending Agreement in accordance with its terms; as well as, prior to theinitial Advance by way of Letter of Credit under the Credit Agreement, withrespect to the pledge of Spectrum Co.’s shares (if any), and with respect tothe continued enforceability (unaffected hereby) of all of the Security.  The Borrower shall also provide any opinionsthat the Agent may reasonably require in connection with Section 12.19 ofthe Credit Agreement.

 

**IV.****          ****MISCELLANEOUS**

** **

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

 

2.             ThisAgreement shall be governed by and construed in accordance with the Laws of theProvince of Quebec.

 

3.             Theparties acknowledge that they have required that the present agreement, as wellas all documents, notices and legal proceedings entered into, given orinstituted pursuant hereto or relating directly or indirectly hereto be drawnup in English.  Les parties reconnaissentavoir exigé la rédaction en anglais de la présente convention ainsi que de tousdocuments exécutés, avis donnés et procédures judiciaires intentées,directement ou indirectement, relativement ou à la suite de la présenteconvention.

 

IN WITNESS WHEREOFTHE PARTIES HERETO HAVE SIGNED THIS AGREEMENT ON THE DATE AND AT THE PLACEFIRST HEREINABOVE MENTIONED.

 

16

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|  **VIDÉOTRON  LTÉE**    | **ROYAL BANK OF CANADA, as Agent for the Lenders** |
|----------------------------------------|----------------------------------------------------|
|                                   |                                               |   |   |
| Per:                                   | /s/  JEAN-FRANÇOIS PRUNEAU                    |   | Per: | /s/  ANN MURLEY |
|                                   |                                               |   | Manager, Agency |
|                                   |                                               |   |   |
|                                   |                                               |   |   |
| **ROYAL BANK OF CANADA**               | **THE TORONTO-DOMINION BANK**                      |
| ** **                             | ** **                                         |
| Per:                                   | /s/  (ILLEGIBLE)                                   |   | Per: | /s/  (ILLEGIBLE) |
|                                   |                                               |   |   |
|                                   |                                               |   |   |
|                                   |                                               | Per: | /s/  (ILLEGIBLE) |
|                                   |                                               |   |   |
|                                   |                                               |   |   |
| **BANK OF MONTREAL**                   | **BANK OF AMERICA, N.A., Canada Branch**           |
|                                   |                                               |   |   |
| Per:                                   | /s/  (ILLEGIBLE)                                   |   | Per: | /s/  NELSON LAM |
|                                   |                                               |   | Vice President |
|                                   |                                               |   |   |
|                                   |                                               |   |   |
| **CANADIAN IMPERIAL BANK OF COMMERCE** | **THE BANK OF NOVA SCOTIA**                        |
|                                   |                                               |   |   |
| Per:                                   | /s/  (ILLEGIBLE)                                   |   | Per: | /s/  ROB KING |
|                                   |                                               |   |   | Managing Director |
|                                   |                                               |   |   |   |
| Per:                                   | /s/  (ILLEGIBLE)                                   |   | Per: | /s/  BRADLEY WALKER |
|                                   |                                               |   | Associate Director |

 

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| **CITIBANK, N.A., Canadian Branch** | **CREDIT SUISSE, Toronto Branch**                 |
|-------------------------------------|---------------------------------------------------|
|                                |                                              |   |   |
| Per:                                |                                              |   | Per: |   |
|                                |                                              |   |   |   |
|                                |                                              |   |   |   |
| Per:                                |                                              |   | Per: |   |
|                                |                                              |   |   |
|                                |                                              |   |   |
| **CAISSE CENTRALE DESJARDINS**      | **BANK OF TOKYO-MITSUBISHI UFJ (CANADA)**         |
|                                |                                              |   |   |
| Per:                                | /s/  (ILLEGIBLE)                                  |   | Per: |   |
|                                |                                              |   |   |   |
|                                |                                              |   |   |   |
| Per:                                | /s/  (ILLEGIBLE)                                  |   | Per: |   |
|                                |                                              |   |   |
|                                |                                              |   |   |
| **LAURENTIAN BANK OF CANADA**       | **NATIONAL BANK OF CANADA**                       |
|                                |                                              |   |   |
| Per:                                | /s/  (ILLEGIBLE)                                  |   | Per: | /s/  (ILLEGIBLE) |
|                                |                                              |   |   |   |
|                                |                                              |   |   |   |
| Per:                                | /s/  (ILLEGIBLE)                                  |   | Per: | /s/  (ILLEGIBLE) |
|                                |                                              |   |   |
|                                |                                              |   |   |
| **HSBC BANK CANADA**                | **SOCIÉTÉ GÉNÉRALE (CANADA)** |
|                                |                                              |   |   |
| Per:                                | /s/  (ILLEGIBLE)                                  |   | Per: |   |
|                                |                                              |   |   |   |
|                                |                                              |   |   |   |
| Per:                                | /s/  (ILLEGIBLE)                                  |   | Per: |   |
|                                |                                              |   |   |

 

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The undersignedacknowledge having taken cognizance of the provisions of the foregoing EighthAmending Agreement and agree that the Guarantees and Security executed by them (A) remainenforceable against them in accordance with their terms, and (B) continueto guarantee or secure, as applicable, all of the obligations of the Personsspecified in such Guarantees and Security Documents in connection with theCredit Agreement as defined above, and as amended hereby:

 

 
| **LE SUPERCLUB VIDÉOTRON LTÉE** | **GROUPE DE DIVERTISSEMENT SUPERCLUB INC.** |
|-------------------------------------------|---------------------------------------------|
|                                      |                                        |   |   |   |
| Per:                                      | /s/  JEAN-FRANÇOIS PRUNEAU             |   | Per: | /s/  JEAN-FRANÇOIS PRUNEAU |
|                                      |                                        |   |   |   |
|                                      |                                        |   |   |   |
| **CF CABLE TV INC.**                      | **SUPERCLUB PROPERTIES INC.**               |
|                                      |                                        |   |   |   |
| Per:                                      | /s/  JEAN-FRANÇOIS PRUNEAU             |   | Per: | /s/  JEAN-FRANÇOIS PRUNEAU |
|                                      |                                        |   |   |   |
|                                      |                                        |   |   |   |
| **SUPERCLUB VIDÉOTRON CANADA INC.**  | ** **                                  | ** ** | ** ** |
|                                      |                                        |   |   |   |
| Per:                                      | /s/  JEAN-FRANÇOIS PRUNEAU             |   |   |   |   |

 

 

The undersigned acknowledges having taken cognizanceof the provisions of the foregoing Eighth Amending Agreement and agrees thatthe pledge of the shares of the Borrower executed by the undersigned as of July 6,2006 in favour of the Agent (A) remains enforceable against it inaccordance with its terms, and (B) continues to secure all of theobligations of the Persons specified in such Security Document in connectionwith the Credit Agreement, as defined above, and as amended hereby:

** **

** **
| **QUEBECOR MEDIA INC.** | ** **                      | ** ** | ** ** |
|-------------------------|---------------------------------|------------|------------|
|                    |                            |       |       |   |
| Per:                    | /s/  JEAN-FRANÇOIS PRUNEAU |       |       |   |   |
|                    |                            |       |       |   |
|                         |                                 |            |            |  |  |

 

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**SCHEDULE“M”**

**MEMBERSOF THE VL GROUP AS AT THE**

**EIGHTHAMENDMENT CLOSING DATE**

** **

VIDÉOTRON LTÉE

 

LE SUPERCLUBVIDÉOTRON LTÉE

 

LES PROPRIÉTÉS SUPERCLUBINC./SUPERCLUB PROPERTIES INC.

 

SUPERCLUB VIDÉOTRONCANADA INC.

 

GROUPE DEDIVERTISSEMENT SUPERCLUB INC.

 

SETTE INC.

 

CF CÂBLE TV INC./CF CABLE TVINC.

 

**GUARANTORSAS AT THE EIGHTH AMENDMENT CLOSING DATE**

** **

LE SUPERCLUBVIDÉOTRON LTÉE

 

LES PROPRIÉTÉS SUPERCLUBINC./SUPERCLUB PROPERTIES INC.

 

SUPERCLUB VIDÉOTRONCANADA INC.

 

GROUPE DEDIVERTISSEMENT SUPERCLUB INC.

 

CF CÂBLE TV INC./CF CABLE TVINC.

 

**QUEBECOR MEDIA INC., under a limitedrecourse guarantee (limited to a pledge of the shares of the Borrower).**

 

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