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Exhibit 10.5  


 
 

MANAGEMENT SERVICES AGREEMENT    
    



	BETWEEN:	 	QUEBECOR MEDIA INC., a company incorporated under the laws of the Province of Québec;
	 	 	 
	 	 	(hereinafter referred to as "QMI")
	 	 	 
	AND:	 	VIDÉOTRON LTÉE, a company incorporated under the laws of the Province of Québec;
	 	 	 
	 	 	(hereinafter referred to as "VL")
	 	 	 





WHEREAS VL is a direct wholly-owned subsidiary of QMI; 


WHEREAS QMI has agreed to provide VL with certain management services subject to and upon the terms and conditions set forth herein; 


NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:  


	1.
	QMI
undertakes to provide VL with the management services described in Schedule "A" (the "Services") in the manner set out below.



	2.
	In
consideration of the Services, VL shall pay to QMI an annual fee (the "Annual Fee") as follows:



	2.1
	The
Annual Fee for the year 2002 shall be equal to five million dollars (5 000 000 $);



	2.2
	The
Annual Fee for the year 2003 shall be equal to five million three hundred thousand dollars (5 300 000 $); and



	2.3
	The
Annual Fee for each of the years 2004, 2005, and 2006 shall be negotiated between the parties, acting in good faith, in accordance with their budgeting process on or about the
first day of October of each preceding year.






	3.
	In
addition to the Annual Fee, QMI shall be entitled to the reimbursement of its reasonable out-of-pocket expenses incurred in relation with the provision of
the Services (including, without limitation, reasonable fees and disbursements of legal and financial advisors).



	4.
	For
any given year, in no event shall the amount paid by VL to QMI pursuant to Sections 2 and 3 of this Agreement exceed one and a half percent (1.5%) of
VL's Consolidated Revenues for any such given year. For the purposes of this Agreement, "VL's Consolidated Revenues" means the gross revenues of VL and its subsidiaries
determined on a consolidated basis in accordance with the generally accepted accounting principles consistently applied in Canada (GAAP).



	5.
	The
Annual Fee shall be payable in equal monthly instalments, in advance on the first day of each month.



	6.
	All
amounts payable under this Agreement are in Canadian dollars, and are exclusive of applicable taxes. 





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	7.
	Notwithstanding
its actual date of signature, this Agreement shall be for a term of five years commencing on January 1st, 2002 and ending on
December 31st, 2006. Notwithstanding the foregoing, either party may terminate this Agreement by written notice to the other party at least sixty (60) days prior to the end
of any fiscal year.



	8.
	The
preamble and the schedule attached to this Agreement shall form an integral part of this Agreement.



	9.
	This
Agreement shall enure to the benefit of and be binding upon the respective successors and permitted assigns of the parties hereto.



	10.
	This
Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements
between the parties hereto with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the parties
other than as expressly set forth in this Agreement.



	11.
	No
amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by both parties. No waiver of any breach of any provision of this Agreement
shall be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided in the written waiver, shall be limited to the specific breach
waived.



	12.
	VL
may not assign its rights or obligations under this Agreement without the prior written consent of QMI.



	13.
	Any
request, notice or other communication (a "Communication") to be given in connection with this Agreement shall be given in writing and may be given by personal delivery, by
registered mail or by telecopier addressed to the recipient as follows: 






	        To QMI:	 	 
	

 	
 	
QUEBECOR MEDIA INC.

300 Viger Avenue East

Montreal, Québec

H2X 3W4
	 	 	Telecopier: (514) 985-8834

Attention: Vice-President, Legal Affairs and Corporate Secretary
	

        To VL:	
 	

 
	

 	
 	
VIDÉOTRON LTÉE

300 Viger Avenue East

Montreal, Québec

H2X 3W4

Telecopier: (514) 985-8834

Attention: Vice-President, Legal Affairs and Secretary





or
such other address, telecopier number or individual as may be designated by notice by a party to the other. Any Communication given by personal delivery shall be deemed to have been given on the
day of actual delivery thereof and, if given by registered mail, on the second Business Day following the deposit thereof in the mail and, if given by telecopier, on the day of transmittal thereof. 






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	14.
	This
Agreement shall be governed by and construed in accordance with the laws of the Province of Québec and the laws of Canada applicable therein.



	15.
	The
Parties have requested that this Agreement be drafted in the English language. Les parties ont exigé que ce contrat soit
rédigé en langue anglaise.



IN WITNESS THEREOF THE PARTIES HAVE EXECUTED THIS AGREEMENT ON SEPTEMBER 19th, 2003.



	 	 	 	 
	 	 	QUEBECOR MEDIA INC
	 	 	 	 
	 	 	Per:	/s/  LOUIS SAINT-ARNAUD      
 Louis Saint-Arnaud
	 	 	Title:	Vice-President, Legal Affairs

and Corporate Secretary
	 	 	 	 
	 	 	Per:	/s/  JACQUES MALLETTE      
 Jacques Mallette
	 	 	Title:	Vice-President and

Chief Financial Officer
	 	 	 	 
	 	 	VIDÉOTRON LTÉE
	 	 	 	 
	 	 	Per:	/s/  YVAN GINGRAS      
 Yvan Gingras
	 	 	Title:	Executive Vice-President,

Finance and Operations
	 	 	 	 
	 	 	Per:	/s/  RAYMOND MORISSETTE      
 Raymond Morissette
	 	 	Title:	Vice-President, Control







 
 

SCHEDULE "A"
  
    Description of Services    
    



	•
	Internal
Audit



	•
	Legal
and Corporate Services



	•
	Financial
Planning and Treasury



	•
	Tax
Services



	•
	Real
Estate



	•
	Financial
Analysis



	•
	Human
Resources



	•
	Insurance
and Risk Management Services



	•
	Public
Relations, Investor Relations and Communications Services



	•
	Top
Management Services



	•
	and
other services to be agreed upon between the parties. 














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MANAGEMENT SERVICES AGREEMENT

SCHEDULE "A" Description of Services