AMONG: VIDÉOTRON LTÉE, a company constituted in accordance with the laws of Quebec, having its registered office at 300 Viger Street East, 6 th floor, in the City of Montreal, Province of Quebec (hereinafter called the “Borrower”) PARTY OF THE FIRST...

Exhibit 4.2

TENTH 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, an Eighth Amending Agreement dated as of March 6, 2008, and a Ninth Amending Agreement dated as of April 7, 2008, entered into in the City of Montreal, Province of Quebec, as of November 13, 2009 (the “Agreement”).

AMONG:		VIDÉOTRON LTÉE, a company constituted in accordance with the laws of Quebec, having its registered office at 000 Xxxxx Xxxxxx Xxxx, 0 xx 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 ORIGINAL 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 000 Xxx Xxxxxx, 00xx xxxxx, Xxxxx Xxxxx, Xxxxx Bank Plaza, in the City of Toronto, Province of Ontario (hereinafter called the “Agent”)
		PARTY OF THE THIRD PART
AND:		HSBC BANK PLC, AS FINNVERA FACILITY AGENT, a bank governed by the laws of England and Wales, having a place of business at 0 Xxxxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxx, XX, X00 0XX (hereinafter called the “Finnvera Facility Agent”)
		PARTY OF THE FOURTH PART
AND:		THE FINNVERA FACILITY LENDERS, AS DEFINED IN THE CREDIT AGREEMENT PARTY OF THE FIFTH 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, an Eighth Amending Agreement dated as of March 6, 2008, and a Ninth Amending Agreement dated as of April 7, 2008 (as so amended and amended and restated, the “Original Credit Agreement” and as further amended pursuant to this Agreement, the “Credit Agreement”);

WHEREAS the Borrower has requested certain amendments to the Original Credit Agreement in connection with the addition of a new Finnvera Term Facility, as well as other modifications; and

WHEREAS the parties hereto wish to amend and restate the Original Credit Agreement, as amended pursuant to this Tenth Amending Agreement, in its entirety, the whole without novation;

WHEREAS the requisite majority of 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 and 18.15 of the Original 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

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

2. The parties have agreed to indicate the amendments to the Original Credit Agreement by showing all (a) additions, by using double-underlined text, and (b) deletions, by striking out the deleted text.

3. HSBC Bank plc is hereby appointed as the Finnvera Facility Agent in accordance with the provisions of Schedule “P” to the Credit Agreement.

II. AMENDMENTS

All amendments are shown on the Amended and Restated Credit Agreement attached as Schedule 1. A clean, unmarked version of the Amended and Restated Credit Agreement is also attached as Schedule 2, which clean version will become the Credit Agreement once all conditions precedent hereunder and in Schedule “P” of the Credit Agreement have been met.

2.

III. EFFECTIVE DATE AND CONDITIONS

1. This Agreement shall become effective as of November 13, 2009 (the “Effective Date”), subject to the fulfilment of all conditions precedent set out herein and in Section 6.1 of Schedule “P” of the Credit Agreement.

2. On the Effective Date, the new Credit Agreement shall supersede the Original Credit Agreement in its entirety, except as provided in this section. The parties hereto agree that the changes to the terms and conditions of the Original Credit Agreement set out herein and the execution hereof shall not constitute novation and all the Security shall continue to apply to the Original Credit Agreement, as amended and restated by the Credit Agreement, and all other obligations secured thereby. Without limiting the generality of the foregoing and to the extent necessary, (i) the Lenders, the Agent and the Finnvera Facility 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.

3. The Borrower shall pay all fees and costs, including (a) the fees referred to in the Borrower’s request letter dated January 29, 2009, and (b) legal fees associated with this Agreement incurred by the Agent and the Finnvera Facility 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, the Finnvera Facility 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 Agreement and to perform its obligations hereunder, with respect to the enforceability of this 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 Original 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, xxxx xxxxxx et procédures judicaires intentées, directement ou indirectement, relativement ou à la suite de la présente convention.

3.

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

(SIGNATURE PAGES FOLLOW)

4.

Exhibit 4.2

VIDÉOTRON LTÉE
Per:		/s/ Xxxxx Xxxxxxx
		Treasurer

Address:		000 Xx-Xxxxxxx Xxxxxx
		00xx Xxxxx
		Xxxxxxxx, Xxxxxx
		X0X 0X0
Attention:		Treasurer
Fax:		(000) 000-0000
E-mail:		xxxxxxxxxxxx@xxxxxxxx.xxx
With a copy to:
Attention:		Vice-President, Legal Affairs
Fax:		(000) 000-0000
E-mail:		xxxx.xxxxxxxx@xxxxxxxx.xxx

ROYAL BANK OF CANADA, as Agent for the Lenders

Per:		/s/ Xxx Xxxxxx
		Manager, Agency

THE REVOLVING FACILITY LENDERS:
ROYAL BANK OF CANADA				THE TORONTO-DOMINION BANK
Per:		/s/ Xxx Xxxxx		Per:		/s/ Xxxx Xxxxxxxx
		Authorized Signatory
Per:				Per:		/s/ Xxxxx Xxxxxxxx

BANK OF MONTREAL				BANK OF AMERICA, N.A., Canada Branch
Per:				Per:		/s/ Xxxxxx Sales de Andre
Per:				Per:
CANADIAN IMPERIAL BANK OF COMMERCE				THE BANK OF NOVA SCOTIA
Per:		(signed)		Per:		(signed)
Per:		(signed)		Per:		(signed)
CITIBANK, N.A., Canadian Branch				CAISSE CENTRALE XXXXXXXXXX
Per:				Per:		(signed)
Per:				Per:		(signed)
LAURENTIAN BANK OF CANADA				NATIONAL BANK OF CANADA
Per:		(signed)		Per:		(signed)
Per:		(signed)		Per:		(signed)
HSBC BANK CANADA				SUMITOMO MITSUI BANKING CORPORATION OF CANADA
Per:		(signed)		Per:		(signed)
Per:		(signed)		Per:		(signed)

6.

HSBC BANK PLC, as Finnvera Facility Agent
Per:		(signed)
Per:

Credit Matters
Address:		Level 18
		8 Canada Square
		Xxxxxx Xxxxx
		Xxxxxx, X00 0XX
		Xxxxxx Xxxxxxx
Attention:		Xxxx Xxxx
Telephone:		x00 (0) 00 0000 0000
Fax:		x00 (0) 00 0000 0000
E-mail:		xxxx.xxxx@xxxxxx.xxx
Reference:		FC 1311
Operational Matters
Address:		Level 18
		8 Canada Square
		Xxxxxx Xxxxx
		Xxxxxx, X00 0XX
		Xxxxxx Xxxxxxx
Attention:		Xxxx Xxxxxxxx
Telephone:		x00 (0) 00 0000 0000
Fax:		x00 (0) 00 0000 0000
E-mail:		xxxx.x.xxxxxxxx@xxxxxx.xxx
Reference:		FC 1311
-and-
Attention:		Xxxxx Xxxxxx
Telephone:		x00 (0) 0000 0000
Fax:		x00 (0) 00 0000 0000
E-mail:		Xxxxx.x.xxxxxx@xxxxxx.xxx
Reference:		FC 1311

7.

THE FINNVERA TERM FACILITY LENDERS:
HSBC BANK PLC				THE TORONTO-DOMINION BANK
Per:		(signed)		Per:		(signed)
Per:				Per:		(signed)

Credit Matters				Credit Matters
Address:		Level 18		Address:		The Toronto-Dominion Bank
		8 Canada Square				00 Xxxx Xxxxxx Xxxx
		Xxxxxx Xxxxx				Royal Trust Tower, 19th Floor
		London, E14 5HQ				Toronto, Xxxxxxx X0X 0X0
		Xxxxxx Xxxxxxx		Attention:		Xxxxx Xxxxxxx
Attention:		Xxxx Xxxx		Telephone:		(000) 000-0000
Telephone:		x00 (0) 00 0000 0000		Fax:		(000) 000-0000
Fax:		x00 (0) 00 0000 0000		E-mail:		xxxxx.xxxxxxx@xxxxxxxxxxxx.xxx
E-mail:		xxxx.xxxx@xxxxxx.xxx
Reference:		FC 1311		Operational Matters
Operational Matters				Address:		TD Securities
						Global Trade Finance
Address:		Xxxxx 00				000 Xx-Xxxxxxx Xxxxxx, 0xx Xxxxx
		0 Xxxxxx Xxxxxx				Xxxxxxxx, Xxxxxx X0X 0X0
		Canary Wharf		Attention:		Xxxxxxxx Xxxxxxx
		Xxxxxx, X00 0XX		Telephone:		(000) 000-0000
		United Kingdom		Fax:		(000) 000-0000
Attention:		Xxxx Xxxxxxxx		E-mail:		xxxxxxxx.xxxxxxx@xxxxxxxxxxxx.xxx
Telephone:		x00 (0) 00 0000 0000
Fax:		x00 (0) 00 0000 0000
E-mail:		xxxx.x.xxxxxxxx@xxxxxx.xxx
Reference:		FC 1311
-and-
Attention:		Xxxxx Xxxxxx
Telephone:		x00 (0) 0000 0000
Fax:		x00 (0) 00 0000 0000
E-mail:		xxxxx.x.xxxxxx@xxxxxx.xxx
Reference:		FC 1311

8.

CREDIT SUISSE AG				SUMITOMO MITSUI BANKING CORPORATION OF CANADA
Per:		(signed)		Per:		(signed)
Per:		(signed)		Per:

Credit Matters				Credit Matters
Address:		Credit Suisse AG, Export and		Address:		Ernst & Young Tower, TD Centre
		Structured Trade Finance				Xxxxx 0000, Xxx 000
		XXXX 000				000 Xxx Xx.
		Xxxxxxxxxxxxx, 00				Xxxxxxx, Xxxxxxx
		8070 Zürich, Switzerland				M5K 1H6
Attention:		Xxxxxx Xxxxxx		Attention:		Xxxxxx Xxxxxxx, Senior Vice President
Telephone:		00 00 00 000 00 00		Telephone:		(000) 000-0000
Fax:		00 00 00 000 00 00		Fax:		(000) 000-0000
E-mail:		xxxxxx.xxxxxx@xxxxxx-xxxxxx.xxx		E-mail:		xxxxxx_xxxxxxx@xxxxxxxxx.xxx
				-or-
Operational Matters				Xxxx Xxxxx, Vice President
				Telephone:		(000) 000-0000
Address:		Credit Suisse AG, Export and		Fax:		(000) 000-0000
		Structured Trade Finance		E-mail:		Xxxx_Xxxxx@xxxxxxxxx.xxx
		XXXX 000
		Xxxxxxxxxxxxx. 00		Operational Matters
		8070 Zürich, Switzerland
Attention:		Xxxx Xxxxxx		Address:		Ernst & Young Tower, TD Centre
Telephone:		00 00 00 000 00 00				Xxxxx 0000, Xxx 000
Fax:		00 00 00 000 00 00				000 Xxx Xx.
E-mail:		xxxx.xxxxxx@xxxxxx-xxxxxx.xxx				Xxxxxxx, Xxxxxxx
						X0X 0X0
				Attention:		Xxxxxxx Xxxxxxxx, Manager
				Telephone:		(000) 000-0000
				Fax:		(000) 000-0000
				E-mail:		xxxxxxx_xxxxxxxx@xxxxxxxxx.xxx
				-or-
				Attention:		Xxxxxx Xxx, Vice President
				Telephone:		(000) 000-0000
				Fax:		(000) 000-0000
				E-mail:		xxxxxx_xxx@xxxxxxxxx.xxx

9.

Exhibit 4.2

The undersigned acknowledge having taken cognizance of the provisions of the foregoing 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:

LE SUPERCLUB VIDÉOTRON LTÉE				CF CABLE TV INC.
Per:		/s/ Xxxxx Xxxxxxx		Per:		/s/ Xxxxx Xxxxxxx
		Treasurer				Treasurer
7215924 CANADA INC.				9219-7919 QUÉBEC INC.
Per:		/s/ Xxxxx Xxxxxxx		Per:		/s/ Xxxxx Xxxxxxx
		Treasurer				Treasurer
VIDEOTRON US INC.
Per:		/s/ Xxxxx-Xxxxx Xxxxxx
		Vice President, Finance and Treasurer

The undersigned acknowledges having taken cognizance of the provisions of the foregoing 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:

QUEBECOR MEDIA INC.
Per:		Xxxxx Xxxxxxx
		Treasurer

Exhibit 4.2

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		$	77,500,000		13.00000	%
The Bank of Nova Scotia		$	73,000,000		12.00000	%
The Toronto-Dominion Bank		$	73,000,000		12.00000	%
Bank of America N.A., Canada Branch		$	73,000,000		12.69565	%
Citibank N.A., Canadian Branch		$	50,000,000		8.00000	%
Bank of Montreal		$	41,000,000		7.00000	%
Canadian Imperial Bank of Commerce		$	20,000,000		3.00000	%
National Bank of Canada		$	50,500,000		8.78261	%
Caisse centrale Xxxxxxxxxx		$	45,000,000		7.82609	%
Laurentian Bank of Canada		$	17,000,000		2.00000	%
HSBC Bank Canada		$	30,000,000		5.21739	%
Sumitomo Mitsui Banking Corporation of Canada		$	25,000,000		4.34783	%
Total		$	575,000,000		100	%
The Finnvera Term Facility
Lender		Commitment ($)			Commitment (%)
HSBC Bank plc		$	28,125,000		37.5	%
The Toronto-Dominion Bank		$	28,125,000		37.5	%
Credit Suisse AG		$	9,375,000		12.5	%
Sumitomo Mitsui Banking Corporation of Canada		$	9,375,000		12.5	%
Total		$	75,000,000		100	%

ii.