Exhibit 4.2


 


NINTH
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, a Seventh Amending
Agreement dated as of November 19, 2004, and an Eighth Amending Agreement
dated as of March 6, 2008, entered into in the City of Montreal, Province
of Quebec, as of April 7, 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, a Seventh Amending Agreement dated as of November 19,
2004 and an Eighth Amending Agreement dated as of March 6, 2008 (as so
amended and amended and restated, the “Credit Agreement”);


 


WHEREAS the Borrower has requested certain
amendments to the Credit Agreement to extend the Term, increase the aggregate
Commitments of the Lenders and provide for the possibility of future increases;
and


 

















 


WHEREAS the Lenders have unanimously agreed
with the Borrower to the amendments contemplated hereby, and as such, the
Lenders have complied with the provisions of Section 18.14 and 18.15 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 amended to clarify certain elements relating
to the term of, and conditions applicable to, any Additional Offering.  The subsection is accordingly 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
maturity date (meaning the date on which repayment can be required by the
lender, not the date of any initial maturity leading to an automatic conversion
or replacement) expiring after the expiry of the Term, the terms and conditions
of which Offering (including any automatic conversion or replacement as
aforesaid and excluding, for greater certainty, (a) pricing, and (b) the right
to require a replacement via an unsecured term loan or an offering of unsecured
high yield Debt in an amount equal to the Additional Offering being replaced (“AO Replacement Debt”)) are no more favourable to the Persons
providing such Debt, in all material respects, than the provisions hereof; for
greater certainty, for the purposes of paragraph (j) of Section 13.8, any such
AO Replacement Debt will not be considered a new incurrence of Debt;”.


 


2.               A
new subsection 1.1.73 is hereby added to the Credit Agreement as follows.  All other subsections are renumbered
accordingly:


 


“1.1.73            “Joinder Agreement”
means an agreement substantially in the form of Schedule “O”;”.


 


3.               A
new subsection 1.1.91 is hereby added to the Credit Agreement as follows.  All other subsections are renumbered
accordingly:


 


“1.1.91            “Ninth Amendment Closing
Date” means April 7, 2008;”.


 


2

















 


4.               Subsection
1.1.121 of the Credit Agreement (definition of “Term”)
is amended by deleting the date “November 18, 2009”, and replacing it with
“April 6, 2012”.  Consequently,
subsection 1.1.121 now provides as follows:


 


“1.1.121      “Term” means the
period commencing on the Closing Date and terminating, with respect to the
Revolving Facility, on April 6, 2012;”.


 


5.               Section
2.1 of the Credit Agreement is amended by replacing the number “$450,000,000”
with the number “$575,000,000”. 
Consequently, Section 2.1 now provides as follows:


 


“2.1                           Credit Facility


 


Subject to the provisions hereof, and in particular,
to the provisions of Article 3, each Lender agrees to make available to the
Borrower, individually and not jointly and severally or solidarily, its
Commitment in the Credit, which Credit consists of the Revolving Facility in a
maximum amount equal to $575,000,000 minus the maximum amount that can be
borrowed under the Cash Management Facilities, which form part of the Revolving
Facility.”.


 


6.               A
new Section 2.3 is added as follows:


 


“2.3                           Increase in Revolving Facility


 


2.3.1                        The
Borrower may, on one or more occasions during the portion of the Term of the
Revolving Facility commencing on the Ninth Amendment Closing Date and
terminating April 6, 2009, by written notice to the Agent (an “Increase Notice”), elect to request an increase to the
existing Commitments (any such increase, the “New Lender
Commitments”), by adding one or more Lenders (each, a “New Lender”) or having an existing Lender increase its
Commitment (an “Increased Commitment”) in
accordance with the provisions of this Section.


 


2.3.2                        The
aggregate amount of any such New Lender Commitments and Increased Commitments
shall not exceed $75,000,000 and shall not be less than $25,000,000 per New
Lender (or such lesser amount as may be approved by the Agent).  Such Increase Notice shall specify (a) the
date (the “Increased Amount Date”) on which
the Borrower proposes that the New Lender Commitments and/or Increased
Commitments shall be effective, which shall be a date not less than 10 Business
Days after the date on which such notice is delivered to the Agent, (b) the
amount of the increase in the Revolving Facility, (c) the identity of each New
Lender, and/or of each existing Lender that is prepared to provide an Increased
Commitment, and 


 


3

















 


(d) the proposed allocation of such New Lender
Commitments to each New Lender and/or the amount of each Increased
Commitment.  Such New Lender Commitments
and/or Increased Commitments shall become effective as of the Increased Amount
Date; provided that (1) no Default or Event of Default shall exist on the
Increased Amount Date before or after giving effect to such New Lender
Commitments and/or Increased Commitments; (2) the Borrower shall be in compliance
with each of the covenants set forth in Section 12.11 as of the last day of the
most recently ended fiscal quarter after taking into account such New Lender
Commitments and/or Increased Commitments, on a pro forma
basis; (3) the New Lender Commitments shall be effected pursuant to one or more
Joinder Agreements executed and delivered by the Borrower, each New Lender and
the Agent, and each of which shall be recorded in the register maintained by
the Agent in respect of Assignments; (4) Increased Commitments shall be
effected in accordance with the last sentence of subsection 2.3.6; and (5) the
Borrower shall deliver or cause to be delivered any legal opinions or other
documents reasonably requested by the Agent in connection with any such
transaction.


 


2.3.3                        On the
Increased Amount Date, subject to the satisfaction of the foregoing terms and
conditions, (a) each of the Revolving Facility Lenders shall assign to each of
the New Lenders or applicable existing Lenders, who shall purchase same, at the
principal amount thereof (together with accrued interest), such interests in
the Loan outstanding on the Increased Amount Date as shall be necessary in
order that, after giving effect to all such assignments and purchases, such
Loan under the Revolving Facility will be held by existing Revolving Facility
Lenders and New Lenders ratably in accordance with their Commitments after
giving effect to the addition of such New Lender Commitments and/or Increased
Commitments to the Commitments, (b) each New Lender Commitment shall be deemed
for all purposes a Commitment and each Advance made thereunder (a “New Advance”) shall be deemed, for all purposes, an Advance
under the Revolving Facility and (c) each New Lender shall become a Lender with
respect to the New Lender Commitment and all matters relating thereto.


 


2.3.4                        The Agent
shall notify the Lenders, promptly upon receipt, of the Borrower’s Increase
Notice, including the Increased Amount Date, any Increased Commitments, and the
New Lender Commitments and New Lenders in respect thereof, as well as the
effect of same as contemplated by the preceding paragraph.


 


2.3.5                        The terms
and provisions of the New Advances shall be identical to the Advances under the
Revolving Facility.  Each Joinder
Agreement may, 


 


4

















 


without the consent of any other Revolving Facility
Lenders, effect such amendments to this Agreement and the Security Documents as
may be necessary or appropriate, in the opinion of the Agent, to give effect to
the provisions of this Section 2.3.


 


2.3.6                        If on April 6,
2009, the Credit is less than $650,0000,000, from that date until the expiry of
the Term, the Borrower may, on one additional occasion, again send an Increase
Notice to the Agent.  The Agent shall
provide a copy of the Increase Notice to the Lenders, and the Lenders shall,
within 10 Business Days following receipt thereof, advise the Agent of their
decision whether or not to provide any Increased Commitments.  Any Lender approached to provide all or a
portion of the Increased Commitments may elect or decline, in its sole
discretion, to provide an Increased Commitment. 
If any Lender does not respond to the Increase Notice, it will be deemed
to have elected not to provide an Increased Commitment.  Schedule “A” will be amended by the Agent to
reflect any Increased Commitments made by Lenders, without requiring the
signature of each Lender.


 


2.3.7                        If, after
the Borrower has availed itself of the procedures set out in subsection 2.3.6,
the Credit remains less than $650,000,000, the Borrower may again, on one
occasion, attempt to obtain New Lender Commitments for the remaining balance
subject to complying with the provisions of subsections 2.3.1 to 2.3.5.”.


 


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


 


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


 


The obligation of the Lenders to make the initial Advance
under the Revolving Facility after the Ninth 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;


 


5

















 


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;


 


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;


 


10.2.6                                          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.”.


 


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


 


6

















 


9.               A
new Schedule “O”, entitled “Joinder Agreement”, is attached.


 


III.                                 EFFECTIVE
DATE AND CONDITIONS


 


1.                                       This
Ninth Amending Agreement shall become effective as of April 7, 2008 (the “Effective Date”), subject to the fulfilment of all
conditions precedent set out herein and in the amended Section 10.2 above.


 


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 (a) the fees referred to in
the Borrower’s request letter dated February 15, 2008, and (b) 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 Ninth Amending Agreement and to perform its
obligations hereunder, with respect to the enforceability of this Ninth
Amending Agreement in accordance with its terms, and with respect to the continued
enforceability (unaffected hereby) of all of the Security.


 


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.


 


7

















 


	
  VIDÉOTRON LTÉE

  
	
   

  
	
  Per:

  	
    /s/
  JEAN-FRANÇOIS PRUNEAU

  	
   

  



 

















 


	
  ROYAL BANK OF CANADA, as
  Agent for the Lenders

  
	
   

  
	
  Per:

  	
    /s/ ANN HURLEY

  	
   

  	
   

  
	
   

  	
    Manager, Agency

  	
   

  	
   

  
	
   

  	
   

  



 


	
  ROYAL BANK OF CANADA

  	
  THE TORONTO-DOMINION BANK

  
	
   

  	
   

  
	
  Per:

  	
    /s/ ROD SMITH

  	
   

  	
  Per:

  	
    /s/ (ILLEGIBLE)

  
	
   

  	
    Authorized Signatory

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Per:

  	
    /s/ (ILLEGIBLE)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BANK OF MONTREAL

  	
  BANK OF AMERICA, N.A., Canada
  Branch

  
	
   

  	
   

  
	
  Per:

  	
  /s/ (ILLEGIBLE)

  	
   

  	
  Per:

  	
    /s/ MEDINA SALES DE ANDRADE

  
	
   

  	
   

  	
    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

  	
  CAISSE CENTRALE DESJARDINS

  
	
   

  	
   

  
	
  Per:

  	
    /s/ (ILLEGIBLE)

  	
   

  	
  Per:

  	
    /s/
  (ILLEGIBLE)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Per:

  	
    /s/
  (ILLEGIBLE)

  
					



 


10
















 


	
  LAURENTIAN BANK OF CANADA

  	
  NATIONAL BANK OF CANADA

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Per:

  	
  /s/ (ILLEGIBLE)

  	
   

  	
  Per:

  	
  /s/ (ILLEGIBLE)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Per:

  	
  /s/ (ILLEGIBLE)

  	
   

  	
  Per:

  	
  /s/ (ILLEGIBLE)

  



 


 


	
  HSBC BANK CANADA

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Per:

  	
  /s/ (ILLEGIBLE)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Per:

  	
  /s/ (ILLEGIBLE)

  	
   

  	
   

  	
   

  



 

















 


	
  SUMITOMO MITSUI BANKING

  CORPORATION OF CANADA

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Per:

  	
  /s/ E.R. LANGLEY

  	
   

  	
   

  	
   

  
	
   

  	
  Senior Vice President

  	
   

  	
   

  	
   

  



 

















 


The undersigned
acknowledge having taken cognizance of the provisions of the foregoing Ninth
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 Ninth 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
“A” - LIST OF LENDERS AND COMMITMENTS


 


The Revolving Facility


 


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


 


Balance of Revolving
Facility:


 


	
  Lender

  	
   

  	
  Commitment ($)

  	
   

  	
  Commitment (%)

  	
   

  
	
  Royal Bank of
  Canada

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The Bank of Nova
  Scotia

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The
  Toronto-Dominion Bank

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bank of America
  N.A., Canada Branch

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Citibank N.A.,
  Canadian Branch

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bank of Montreal

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Canadian
  Imperial Bank of Commerce

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  National Bank of
  Canada

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Caisse centrale Desjardins

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Laurentian Bank
  of Canada

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HSBC Bank Canada

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sumitomo Mitsui
  Banking Corporation of Canada

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $

  	
  575,000,000

  	
   

  	
  100

  	
  %

  
							



 

















 


SCHEDULE
“O” — JOINDER AGREEMENT


 


JOINDER
AGREEMENT


 


THIS
JOINDER AGREEMENT, dated as of
                    
    , 200   (this “Agreement”), by and among [NEW LENDERS] (each a “New Lender” and collectively the “New Lenders”),
VIDÉOTRON
LTÉE (the “Borrower”), the several banks and other financial
institutions or entities from time to time parties thereto, Royal Bank of
Canada, as Agent (in such capacity, the “Agent”).


 


RECITALS:


 


WHEREAS
reference is hereby made 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, a Seventh Amending Agreement dated as of November 19,
2004, an Eighth Amending Agreement dated as of March 6, 2008, and a Ninth
Amending Agreement dated as of April 7, 2008 (as it may be further
amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein and not
otherwise defined herein being used herein as therein defined), by and among
the Lenders party thereto from time to time and  the Agent; and


 


WHEREAS
subject to the terms and conditions of the Credit Agreement, the Borrower may
increase the existing Commitments by obtaining New Lender Commitments and
entering into one or more Joinder Agreements with the New Lenders.


 


NOW,
THEREFORE, in consideration of the premises and agreements,
provisions and covenants herein contained, the parties hereto agree as follows:


 


Each New Lender
party hereto hereby agrees to commit to provide its respective New Lender
Commitment as set forth on Schedule A annexed hereto, on the terms and subject
to the conditions set forth below:


 


Each New Lender (i) confirms
that it has received a copy of the Credit Agreement and the Security Documents,
together with copies of the financial statements referred to therein and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Joinder Agreement (this “Agreement”); (ii) agrees that it will,
independently and without reliance upon the Agent or any other Lender and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
the Credit Agreement; (iii) appoints and authorizes the Agent to take such
action as agent on its behalf and to exercise such powers under the Credit
Agreement and the Security Documents as are delegated to the Agent by the terms
thereof, together with such powers as are reasonably incidental thereto; (iv) acknowledges
and accepts that such New Lender and the Agent are solidary creditors of


 

















 


the Borrower and
the Guarantors in respect of all amounts, liabilities and other obligations,
present and future, of the Borrower and the Guarantors to each of them under
the Credit Agreement and the Derivative Instruments as contemplated by Section 18.1.2
of the Credit Agreement and in accordance with Article 1541 of the Civil
Code of Quebec; and (v) agrees that it will perform in accordance with
their terms all of the obligations which by the terms of the Credit Agreement
are required to be performed by it as a Lender.


 


Each New Lender
hereby agrees to make its Commitment on the following terms and conditions:


 


1.                                       New Lenders.  Each New Lender acknowledges and agrees that
upon its execution of this Agreement, such New Lender shall become a “Lender”
under, and for all purposes of, the Credit Agreement and the Security
Documents, and shall be subject to and bound by the terms thereof, and shall
perform all the obligations of and shall have all rights of a Lender
thereunder.


 


2.                                       Credit Agreement Governs.  Except as set forth in this
Agreement, New Advances shall otherwise be subject to the provisions of the
Credit Agreement and the Security Documents.


 


3.                                       The Borrower’s Certifications.  By its execution of this Agreement, each of
the undersigned officers, to the best of his or her knowledge, and the Borrower
hereby certify that:


 


i.                                          The
representations and warranties contained in the Credit Agreement and the
Security Documents are true and correct in all material respects on and as of
the date hereof to the same extent as though made on and as of the date hereof,
except to the extent such representations and warranties specifically relate to
an earlier date, in which case such representations and warranties were true
and correct in all material respects on and as of such earlier date;


 


ii.                                       No
event has occurred and is continuing or would result from the addition of the
Commitments from the New Lenders as contemplated hereby that would constitute a
Default or an Event of Default;


 


iii.                                    The
Borrower has performed in all material respects all agreements and satisfied
all conditions required to be performed or satisfied by it under the Credit
Agreement on or before the date hereof; and


 


iv.                                   After
giving effect to this Joinder Agreement and the aggregate new Commitments, the
Borrower is (and will be on a pro forma basis) in compliance with the financial
tests described in Section 12.11 of the Credit Agreement.


 


4.                                       The Borrower’s Covenants.  By its execution of this Agreement, the
Borrower hereby covenants that:


 


i.                                          The
Borrower shall make all payments required pursuant to the Credit 


 


ii

















 


Agreement in
connection with the New Lender Commitments, including the payment of any fees
in respect of such New Lender Commitment; and


 


ii.                                       The
Borrower shall deliver or cause to be delivered the legal opinions and
documents required pursuant to subsection 2.3.2 of the Credit Agreement.


 


5.                                       Notice. 
For purposes of the Credit Agreement, the initial notice address of each
New Lender shall be as set forth below its signature below.


 


6.                                       Recording of the New Loans.  Upon execution and delivery hereof, the Agent
will record the New Advances made by New Lenders in the register maintained by
it for such purposes.


 


7.                                       Amendment, Modification and Waiver.  This Agreement may not be amended, modified
or waived except by an instrument or instruments in writing signed and
delivered on behalf of each of the parties hereto.


 


8.                                       Entire Agreement.  This Agreement, the Credit Agreement and the
Security Documents constitute the entire agreement among the parties with
respect to the subject matter hereof and thereof and supersede all other prior
agreements and understandings, both written and verbal, among the parties or
any of them with respect to the subject matter hereof.


 


9.                                       Governing Law.  This Agreement and the rights and obligations
of the parties hereunder shall be governed by, and shall be construed and
enforced in accordance with, the laws of the province of Quebec.


 


10.                                 Severability.  Any term or provision of this Agreement which
is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction,
be ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction.  If any provision of this Agreement is so
broad as to be unenforceable, the provision shall be interpreted to be only so
broad as would be enforceable.


 


12.                                 Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same agreement.


 


 


[Remainder of page intentionally
left blank]


 


iii

















 


IN
WITNESS WHEREOF, each of the undersigned has caused
its duly authorized officer to execute and deliver this Joinder Agreement as of
[                          ,
            ].


 


	
   

  	
  [NAME OF NEW LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Notice
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Attention:

  
	
   

  	
  Telephone:

  
	
   

  	
  Facsimile:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VIDÉOTRON LTÉE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


iv

















 


	
  ROYAL BANK OF CANADA
 as Agent

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
			



 


v

















 


	
  Name of Lender

  	
   

  	
  Type of Commitment

  	
   

  	
  Amount

  
	
  [                                      ]

  	
   

  	
  New Lender Commitment

  	
   

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Total:

  	
  $

  	
   

  



 


vi