REGISTRATION RIGHTS AGREEMENT by and among Vidéotron Ltée and The Guarantors listed on Schedule A hereto and Banc of America Securities LLC Citigroup Global Markets Inc. RBC Dominion Securities Corporation Scotia Capital (USA) Inc. TD Securities (USA)...Registration Rights Agreement • November 24th, 2003 • Videotron Ltee • Cable & other pay television services • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of October 8, 2003, by and among Vidéotron Ltée, a company incorporated under the laws of the Province of Quebec (the "Company"), the guarantors listed on Schedule A hereto (the "Guarantors") and Banc of America Securities LLC, Citigroup Global Markets Inc., RBC Dominion Securities Corporation, Scotia Capital (USA) Inc., TD Securities (USA) Inc., Harris Nesbitt Corp., Credit Suisse First Boston LLC, CIBC World Markets Corp. and NBF Securities (USA) Corp. (each an "Initial Purchaser" and, collectively, the "Initial Purchasers"). Each of the Initial Purchasers has agreed to purchase the Company's Initial Notes (as defined below) pursuant to the Purchase Agreement (as defined below).
VIDÉOTRON LTÉE US$335,000,000 67/8% SENIOR NOTES DUE JANUARY 15, 2014Indenture • November 24th, 2003 • Videotron Ltee • Cable & other pay television services • New York
Reference is hereby made to the Indenture, dated as of October 8, 2003 (the "Indenture"), among Vidéotron Ltée, as issuer (the "Company"), the Subsidiary Guarantors party thereto and Wells Fargo Bank Minnesota, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.
SUBORDINATED LOAN AGREEMENT between VIDÉOTRON LTÉE (As Borrower) and QUEBECOR MEDIA INC. (As Lender) Dated as of March 24, 2003Subordinated Loan Agreement • November 24th, 2003 • Videotron Ltee • Cable & other pay television services • Quebec
BETWEEN: VIDÉOTRON LTÉE, a corporation incorporated under the laws of Québec, with its registered office at 300 Viger Avenue East, Montreal, province of Québec, H2X 3W4,
THIRD SUPPLEMENTAL INDENTURE Dated as of December 21, 2001Videotron Ltee • November 24th, 2003 • Cable & other pay television services • New York
THIRD SUPPLEMENTAL INDENTURE dated as of December 21, 2001 (the "Third Supplemental Indenture") among CF CABLE TV INC., a corporation continued under the laws of Canada (the "Company"), Vidéotron (Laurentien) Ltée/Videotron (Laurentian) Ltd., a corporation incorporated under the laws of Canada ("Laurentien"), Vidéotron (Richelieu) Ltée, a corporation incorporated under the laws of Quebec ("Richelieu"), Vidéotron (Granby) Inc., a corporation incorporated under the laws of Canada ("Granby"), TDM Newco Inc., a corporation incorporated under the laws of Canada ("TDM"), Vidéotron (RDL) Ltée, a corporation incorporated under the laws of Quebec ("RDL"), Telé-Câble Charlevoix (1977) Inc., a corporation incorporated under the laws of Quebec ("Charlevoix") (collectively, the "Original Guarantors"), and 3978583 CANADA Inc., a corporation incorporated under the laws of Canada ("3978 Inc."; and, together with the Original (Guarantors, the "First Priority Notes (Guarantors") and JPMorgan Chase Bank
MANAGEMENT SERVICES AGREEMENTVideotron Ltee • November 24th, 2003 • Cable & other pay television services
WHEREAS QMI has agreed to provide VL with certain management services subject to and upon the terms and conditions set forth herein;
ContractFirst Amending Agreement • November 24th, 2003 • Videotron Ltee • Cable & other pay television services • Quebec
FIRST AMENDING AGREEMENT to the Subordinated Loan Agreement dated as of March 24, 2003, entered into in the City of Montréal, Province of Québec, as of October 8, 2003:
FIRST SUPPLEMENTAL INDENTURE Dated as of November 1, 1996Indenture • November 24th, 2003 • Videotron Ltee • Cable & other pay television services • New York
FIRST SUPPLEMENTAL INDENTURE dated as of November 1, 1996 (the "First Supplemental Indenture") among CF CABLE TV INC., a corporation organized under the laws of Canada (the "Company"), Northern Cable Holdings Limited, a corporation organized under the laws of the Province of Ontario ("Northern"), Laurentien Cable TV Inc., a corporation amalgamated under the laws of Canada ("Laurentien"), Logmoss Investments No. 2 Limited, a corporation organized under the laws of the Province of Ontario ("Logmoss"), Sudbury Cable Services Limited, a corporation organized under the laws of the Province of Ontario ("Sudbury") (collectively, the "Original Guarantors"), and TDM Newco Inc., a corporation organized under the laws of Canada ("TDM Newco"; and, together with the Original Guarantors, the "First Priority Notes Guarantors") and The Chase Manhattan Bank (formerly Chemical Bank), a New York banking corporation, trustee (the "First Priority Trustee").
QuickLinks -- Click here to rapidly navigate through this documentCredit Agreement • November 24th, 2003 • Videotron Ltee • Cable & other pay television services • Quebec
SIXTH 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, and a Fifth Amending Agreement dated as of March 24, 2003, entered into in the City of Montreal, Province of Quebec, as of October 8, 2003,
INTER-CREDITOR AGREEMENTAgreement • November 24th, 2003 • Videotron Ltee • Cable & other pay television services • Quebec
BETWEEN: ROYAL BANK OF CANADA, a bank chartered under the laws of Canada, for itself and as administrative agent for the Lenders under the VL Credit Agreement
SECOND SUPPLEMENTAL INDENTURE Dated as of October 28, 1998Videotron Ltee • November 24th, 2003 • Cable & other pay television services
SECOND SUPPLEMENTAL INDENTURE dated as of October 28, 1998 (the "Second Supplemental Indenture") among CF CABLE TV INC., a corporation continued under the laws of the Province of British-Columbia (the "Company"), Northern Cable Holdings Limited, a corporation continued under the laws of the Province of British-Columbia ("Northern"), Vidéotron (Laurentien) Ltée (formerly Laurentien Cable TV Inc.), a corporation amalgamated under the laws of Canada ("Laurentien"), Logmoss Investments No.2 Limited, a corporation organized under the laws of the Province of Ontario ("Logmoss"), Sudbury Cable Services Limited, a corporation continued under the laws of the Province of British-Columbia ("Sudbury"), TDM Newco Inc., a corporation organized under the laws of Canada ("TDM Newco") (collectively, the "Original Guarantors"), and Vidéotron (RDL) Ltée, a corporation amalgamated under the laws of the Province of Québec ("RDL"), Vidéotron (Richelieu) Ltée a corporation amalgamated under the laws of the P
