Exhibit 4.3


 


EIGHTH 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, a Sixth Amending Agreement
dated as of October 8, 2003, and a Seventh Amending Agreement dated as of
November 19, 2004, entered into in the City of Montreal, Province of
Quebec, 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 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, 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 amended
and restated, the “Credit Agreement”);


 


WHEREAS the
Borrower has requested certain amendments to the Credit Agreement to provide it
with greater flexibility and, in particular, to allow the Borrower to cause to
be issued Letters of Credit in connection with the upcoming Canadian Auction
for Spectrum Licences for Advanced Wireless Services and other Spectrum in the
2 GHz Range of up to $350,000,000, and to make certain amendments to pricing
and to other covenants; and


 

















 


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


 


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


 


II.            AMENDMENTS


 


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


 


“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 (excluding, for greater certainty, pricing) are no more favourable to
the Persons providing such Debt than the provisions hereof;”.


 


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


 


3.             Subsection 1.1.50 of the
Credit 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 from
equity-accounted investments, extraordinary items, non-recurring gains or
losses on debt extinguishment, asset sales and restructuring, 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;”.


 


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


 


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“1.1.51    “Eighth
Amendment Closing Date” means March 6, 2008;”.


 


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


 


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


 


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


 


1.1.74      “LC
Fees” has the meaning ascribed to such term in subsection 4.3.2;


 


1.1.76      “Letter
of Credit” means any stand-by letter of credit or letter of
guarantee issued by the Issuing Lender in connection with the Spectrum Auction
and 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 Letters
of Credit” on the third line after the words “Bankers Acceptances”.  Consequently, the subsection now provides as
follows:


 


“1.1.83    “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 and Letters of Credit 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;”.


 


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


 


“1.1.86    “Margin”
means, for Prime Rate Advances, Stamping Fees, LC 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:


 


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  Leverage Ratio

  	
   

  	
  Facility Fees

  	
   

  	
  Prime Rate plus

  	
   

  	
  Stamping Fees or Cdn$ Libor plus or LC Fee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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, or
(c) in the case of Letters of Credit, will be deducted from the LC Fees
otherwise payable by the Borrower on the next LC Fee payment date contemplated
by Section 4.3.2, and (d) 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;”.


 


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


 


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


 


“1.1.112  Spectrum Auction
and Purchase” means the process described in Industry Canada’s “Notice
No. DGRB-011-07 — Licensing Framework for the Auction for Spectrum
Licences for Advanced Wireless Services and other Spectrum in the 2 GHz Range;


 


1.1.113    “Spectrum
Co.” means any Person in which the Borrower may have a voting and/or
economic interest and which Person may be the bidder on behalf of the Borrower
and others in the Spectrum Auction and Purchase;”.


 


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


 


“1.1.122  “Term
Facility C” means the portion of the Credit previously available
under this Credit Agreement which was repaid in full by the Borrower
concurrently with the initial Advance hereunder on or after the Seventh
Amending Closing Date;”.


 


12.           Section 3.1 is
amended to add Letters of Credit to the permitted purposes, and now reads as
follows:


 


“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 Eighth Amendment Closing Date shall be used by the Borrower
for general corporate purposes, including, without limitation, to issue Letters
of Credit solely in connection with the Spectrum Auction and Purchase and to
pay dividends to QMI from time to time, subject to and in accordance with the
terms and conditions of this Agreement.”.


 


13.           A new Section 4.3
is 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 to
Sections 4.3 to 4.11 are also modified to take into account the new numbering:


 


“4.3         Letters of Credit
for Spectrum Auction and Purchase


 


4.3.1        Issuance.  Subject to the applicable provisions of this
Agreement, on any Business Day during the Disbursement Period, as part of the
Credit available under the Revolving Facility, upon one (1) Business Day’s
prior written Notice of Borrowing delivered to the Agent prior to
10:00 a.m. the preceding Business Day, the Borrower may cause to be issued
by the Issuing Lender on behalf of the Lenders one or more Letters of Credit in
a maximum aggregate amount outstanding at any time not exceeding $350,000,000.  Each Letter of 


 


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Credit may be issued solely to
support, 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 a
Letter of Credit, the Borrower shall execute and deliver to the Issuing Lender
the documents required by the Issuing Lender in respect of the requested type
of Letter of Credit, including a Letter of Credit application and indemnity on
the Issuing Lender’s standard forms.  In
the event of any conflict between the provisions of this Agreement and the
provisions of any document relating to a Letter of Credit, the provisions of this
Agreement shall govern and prevail.  The
term of each Letter of Credit shall expire prior to the end of the Term and
shall not be more than 364 days and shall otherwise be in form and substance
satisfactory 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 the
aggregate of: (i) for the Lenders, an amount equal to (A) the face
amount of the Letter of Credit on the date that the fee is payable multiplied
by (B) a fraction (1) the numerator of which shall equal the product
resulting from multiplying the applicable LC Fee percentage provided for in the
table contained in the definition of “Margin” by the number of days in the term
of the Letter of Credit selected by the Borrower, and (2) the denominator
of which shall consist of 365 days or 366 days (as the case may be), which fees
shall be payable quarterly in arrears on the last Business Day of each calendar
quarter and (ii) for the Issuing Lender,     % per
annum of the face amount thereof and for the number of days in the term of the
Letter of Credit selected by the Borrower, payable quarterly in arrears on the
last Business Day of each calendar quarter, or on such other date as the Agent
may determine from time to time.


 


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


 


4.3.3.1             any lack of validity or
enforceability of any Letter of Credit or this Agreement or any term or
provision 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 other
member of the VL 


 


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Group or any other Person may at any
time have against the beneficiary under any Letter of Credit, the Issuing
Lender, the Agent, any Lender or any other Person, whether in connection with
this Agreement or any other related or unrelated agreement or transaction;


 


4.3.3.3             any draft or other document
presented under a Letter of Credit proving to be forged, fraudulent or invalid
in any respect or any statement therein being untrue or inaccurate in any
respect;


 


4.3.3.4             any dispute between or among the
members of the VL Group and any beneficiary of any Letter of Credit or any other
party to which such Letter of Credit may be transferred or any claims
whatsoever of the members of the VL Group against any beneficiary of such
Letter of Credit or any such transferee; and


 


4.3.3.5             the validity or sufficiency of any
instrument transferring or assigning or purporting to transfer or assign any
Letter of Credit or any of the rights or benefits thereunder or proceeds
thereof in whole or in part, which may prove to be invalid or ineffective for
any reason.


 


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


 


In furtherance and extension and not in
limitation of the specific provisions of this Section 4.3, (A) any
action taken or omitted by the Issuing Lender or any of its respective
correspondents under or in connection with any of the Letters of Credit, if
taken or omitted in good faith and without gross or intentional fault, as
determined by a final judgment of a court of competent jurisdiction, shall be binding
upon the Borrower and shall not put the Issuing Lender or its respective
correspondents under any resulting liability to the Borrower and (B) the
Issuing Lender may, without gross or intentional fault as determined by a final
judgment of a court of competent jurisdiction, accept documents that appear on
their face to be in substantial compliance with the terms of a Letter of
Credit, without responsibility for further investigation, regardless of any
notice or information to the contrary (other than an injunction granted by a
court of competent jurisdiction during the period for which such injunction is
enforced), and may make payment upon presentation of documents that appear on
their face to be in substantial compliance with the terms of such Letter of
Credit, provided that the Issuing Lender shall have the right, in its sole
discretion, to decline to accept such documents and to make such payment if
such documents are not in strict compliance with the terms of such Letter of
Credit.


 


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4.3.4        Indemnification.


 


4.3.4.1             The Borrower agrees to indemnify and
hold 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 be
claimed against any Indemnitee) by any Person by reason of or in connection
with the issuance or transfer of or payment or failure to pay under any Letter
of Credit, provided that the foregoing indemnity will not, as to an Indemnitee,
apply to losses, claims, damages, liabilities or related expenses to the extent
they are found by a final, non-appealable judgment of a court to arise from the
gross or intentional fault of such Indemnitee.


 


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


 


4.3.4.3             Neither the Issuing Lender nor the
Agent or any other Lender shall, in any way, be liable for any failure by the
Issuing Lender or anyone else to pay any drawing under any Letter of Credit as
a result of any action by any governmental authority or any other cause beyond
the control of the Issuing Lender.


 


4.3.4.4             The obligations of the Borrower
under this Section 4.3 shall survive the termination of this
Agreement.  No acts or omissions of any
current or prior beneficiary of a Letter of Credit shall in any way affect or impair
the rights of the Issuing Lender to enforce any right, power or benefit under
this Agreement.


 


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


 


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declared by the Agent from time to
time as that payable by it in respect of deposits for such amount and for the
period from the date of deposit to the maturity date of the Letters of
Credit.  If such Event of Default is
either waived or cured in compliance with the terms of this Agreement, then the
remaining LC Escrowed Funds, if any, together with any accrued interest to the
date of release, will be released to the Borrower.  The deposit of the LC Escrowed Funds by the
Borrower with the Agent as herein provided will not operate as a repayment on
account of the Loan Obligations until such time as the LC Escrowed Funds are
actually paid to the Issuing Lender as a repayment of principal hereunder.  The Borrower shall sign and remit as Security
with regard thereto all appropriate documents that the Agent or the Issuing
Lender 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 Borrower
shall designate another Lender as Issuing Lender.  Upon acceptance by another Lender of the
appointment as Issuing Lender (the “Successor
Issuing Lender”), the Successor Issuing Lender shall succeed to the
rights, powers and duties of the Resigning Issuing Lender and shall have all
the rights and obligations of the Resigning Issuing Lender under this Agreement
and the other Loan Documents.  Upon
request by any of the Resigning Issuing Lender, the Successor Issuing Lender,
the Agent or the Borrower, each of the Resigning Issuing Lender, the Agent, the
Borrower and the Successor Issuing Lender shall enter into an agreement
evidencing the appointment of the Successor Issuing Lender and dealing with
such other matters as the parties may agree including any reallocation of fees
paid in relation to outstanding Letters of Credit which may be necessary.  Following the resignation of the Resigning
Issuing Lender, the Resigning Issuing Lender shall continue to have all the
rights and obligations of an Issuing Lender under this Agreement and the other
Loan Documents with respect to Letters of Credit issued by it prior to such
resignation, but the Resigning Issuing Lender shall not be required to issue
additional Letters of Credit.  For avoidance
of doubt, the provisions of this Agreement relating to the Issuing Lender shall
inure to the benefit of the Resigning Issuing Lender as to any actions taken or
omitted to be taken by it (a) while it was the Issuing Lender under this
Agreement or (b) at any time with respect to Letters of Credit issued by
the Issuing Lender.”.


 


14.           Section 4.10 (now
4.11) is modified to take into account Letters of Credit, and now reads as
follows:


 


“4.11       Limits on BA
Advances, Letters of Credit 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, nor to cause to be issued
Letters of Credit maturing, on a date which results in a situation where the
Credit 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, in
the case of a Letter of Credit, on a date which is less than 5 Business Days
before the expiry of the Term).”.


 


15.           Subsection 9.2.2 is
amended to replace the reference to subsection 1.1.88.7 with a reference to
subsection 1.1.92.7.


 


16.           A new subsection 9.2.10
is added as follows:


 


“9.2.10    if the Borrower elects to use Spectrum Co. as the bidder on behalf of
the Borrower and others in the Spectrum Auction and Purchase, execute and cause
to be executed by the Borrower and any of its Subsidiaries holding shares or
other equity interests in Spectrum Co., from the date on which any of same are
acquired, an agreement pledging such shares and equity interests to the Agent
on behalf of the Lenders by way of a first-ranking pledge (subject only to
Permitted Charges), which agreement shall be substantially in the form of the
Share Pledge.”.


 


17.           The last paragraph of
Section 9.3 is deleted and replaced by the following:


 


“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.”.


 


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


 


“10.2       Initial Advance
under the Revolving Facility After the Eighth Amendment Closing Date


 


The
obligation of the Lenders to make the initial Advance under the Revolving
Facility after the Eighth Amendment Closing Date 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, each other member of the VL Group and Spectrum Co. (if the
Borrower elects to use Spectrum Co. to act as bidder on behalf of the Borrower
and others in the Spectrum Auction and Purchase) not previously provided to the
Agent shall have been provided to the Agent;


 


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


 


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


 


10.2.4              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)            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 thereto;


 


10.2.5              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,
2008, 2009 and 2010, showing pro forma
compliance with all financial covenants hereunder;


 


10.2.6              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;


 


10.2.7              the Borrower shall
have delivered to the Agent the favourable legal opinion(s) of the counsel
to the Borrower, addressed to the Lenders, the Agent and its counsel, in form
and substance acceptable to the Agent and its counsel, acting reasonably,
including with regard to the continuing validity of all relevant Guarantees and
Security.”.


 


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


 


“11.4       Current Business


 


The VL Group operates
businesses in the cable and telecommunications industry, including on-line
internet services, telephony, and the sale and rental of videocassettes, or
anything related or ancillary thereto.”.


 


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


 


“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. 
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.”.


 


21.           A new Section 12.19
is added as follows:


 


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


 


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


 


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


 


“will be permitted
under this paragraph (b) without complying with the provisions of
paragraphs (i) and (ii) below)”.


 


12

















 


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


 


“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 Câble-Axion Digitel Inc., in
respect of which not more than $20,000,000 will be due; (f) in connection
with the Borrower’s existing commercial paper program which will be terminated
on or before December 31, 2000; (g) in connection with Debt incurred
or assumed that is secured by Permitted Charges, and within the limits
applicable thereto; (h) in connection with Back-to-Back Transactions and
Tax Benefit Transactions (including by way of unsecured daylight loans); (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) additional
unsecured Debt of up to $50,000,000; (n) any unsecured daylight loan in
order to permit the VL Group to purchase from Spectrum Co. any licences granted
as part of the Spectrum Auction and Purchase, which daylight loan will be
repaid immediately following such sale by (i) Spectrum Co. using the
proceeds of the sale to repurchase the preferred shares or other equity
interests held in it by the VL Group, and (ii) the VL Group using such
proceeds to repay the daylight loan; and (o) in connection with other
Subordinated Debt; provided that, with respect to any of the matters described
in paragraphs (c) to (n) above inclusive, (A) no Default or
Event of Default


 


13

















 


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.”.


 


24.           Subsection
16.2.1 is amended to require the consent of the Issuing Lender.  Consequently, the subsection now provides as
follows:


 


“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, the Agent and the Issuing Lender, 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 and subject to the consent of the
Issuing Lender.”.


 


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


 


“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 other than those contained in a letter
by the Borrower to the Agent dated December 21, 2005 and confirmed by the
Agent 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.           The
first paragraph of Section 17.13 is deleted and replaced as follows:


 


“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


 


14

















 


contemplated by this
Agreement, (ii) any Advance or the use or proposed use of the proceeds
therefrom (including any refusal by the Issuing Lender to honor a demand for
payment under a Letter of Credit if the documents presented in connection with
such demand do not strictly comply with the terms of such Letter of Credit), (iii) the
role of the Agent or the Lenders in any investigation, litigation or other
proceeding brought or threatened relating to the Credit, (iv) the presence
on or under or the release or migration from any property or into the
environment of any hazardous material, and/or (v) the compliance with or
enforcement of any of their rights or obligations hereunder, including without
limitation:”.


 


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


 


“              We have reviewed the Credit Agreement originally dated
as of November 28, 2000 entered into among VIDÉOTRON LTÉE, Royal Bank of
Canada, as Agent and the Lenders (as defined in the Credit Agreement, as
amended and restated on 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, the portion
at the end of the Schedule entitled “List of increases in any limited
Guarantees”, and the titles below it, are deleted.


 


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


 


III.           EFFECTIVE DATE AND CONDITIONS


 


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


 


15

















 


2.             On the
Effective Date, the Credit Agreement shall be modified by the foregoing
amendments.  The parties hereto agree
that the changes to the Credit Agreement set out herein and the execution
hereof shall not constitute novation and all the Security shall continue to
apply to the Credit Agreement, as amended hereby, 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 Credit Agreement, as amended hereby.


 


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 Eighth Amending Agreement and to perform its
obligations hereunder, with respect to the enforceability of this Eighth
Amending Agreement in accordance with its terms; as well as, prior to the
initial Advance by way of Letter of Credit under the Credit Agreement, with
respect to the pledge of Spectrum Co.’s shares (if any), and with respect to
the continued enforceability (unaffected hereby) of all of the Security.  The Borrower shall also provide any opinions
that the Agent may reasonably require in connection with Section 12.19 of
the Credit Agreement.


 


IV.           MISCELLANEOUS


 


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


 


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


 


3.             The
parties acknowledge that they have required that the present agreement, as well
as all documents, notices and legal proceedings entered into, given or
instituted pursuant hereto or relating directly or indirectly hereto be drawn
up in English.  Les parties reconnaissent
avoir exigé la rédaction en anglais de la présente convention ainsi que de tous
documents exécutés, avis donnés et procédures judiciaires intentées,
directement ou indirectement, relativement ou à la suite de la présente
convention.


 


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


 


16

















 


	
   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

  



 

















 


	
  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:

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 

















 


The undersigned
acknowledge having taken cognizance of the provisions of the foregoing Eighth
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
Credit 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 cognizance
of the provisions of the foregoing Eighth Amending Agreement and agrees that
the 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 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 Credit Agreement, as defined above, and as amended hereby:


 


 


	
  QUEBECOR MEDIA INC.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Per:

  	
  /s/
  JEAN-FRANÇOIS PRUNEAU

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
						



 

















 


SCHEDULE
“M”


MEMBERS
OF THE VL GROUP AS AT THE


EIGHTH
AMENDMENT CLOSING DATE


 


VIDÉOTRON LTÉE


 


LE SUPERCLUB
VIDÉOTRON LTÉE


 


LES PROPRIÉTÉS SUPERCLUB
INC./SUPERCLUB PROPERTIES INC.


 


SUPERCLUB VIDÉOTRON
CANADA INC.


 


GROUPE DE
DIVERTISSEMENT SUPERCLUB INC.


 


SETTE INC.


 


CF CÂBLE TV INC./CF CABLE TV
INC.


 


GUARANTORS
AS AT THE EIGHTH AMENDMENT CLOSING DATE


 


LE SUPERCLUB
VIDÉOTRON LTÉE


 


LES PROPRIÉTÉS SUPERCLUB
INC./SUPERCLUB PROPERTIES INC.


 


SUPERCLUB VIDÉOTRON
CANADA INC.


 


GROUPE DE
DIVERTISSEMENT SUPERCLUB INC.


 


CF CÂBLE TV INC./CF CABLE TV
INC.


 


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