Videotron Tvn Inc Watch

from F-4 1 page Whereas the Borrower and the Lender Have Entered Into That Certain Subordinated Loan Agreement Dated as of March 24, 2003 (As Same May Be Amended, Restated or Otherwise Modified From Time to Time, the "Subordinated Loan Agreement"; All Capitalized Terms Used Herein Shall Have the Meanings Ascribed Thereto in the Subordinated Loan Agreement, Unless Otherwise Defined Herein); and Whereas the Borrower Has Requested the Option to Defer the Payment of Interest Under the Subordinated Loan Agreement Up to and Including the Maturity Date, in Accordance With the Terms and Conditions Contained Herein; the Parties Hereby Agree as Follows: 1. Amendments 1.1 Amendments to Section 1.1

from F-4 ~10 pages Subordinated Loan Agreement Dated as of March 24, 2003

from F-4 >50 pages 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,

from F-4 ~20 pages Inter-Creditor Agreement

from F-4 ~20 pages 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) Inc. Harris Nesbitt Corp. Credit Suisse First Boston LLC Cibc World Markets Corp. Nbf Securities (USA) Corp. Dated as of October 8, 2003 Registration Rights Agreement