##### 



QUEBECOR MEDIA INC.
   THE FINANCIAL INSTITUTIONS IDENTIFIED
ON THE SIGNATURE PAGES HERETO
   BANC OF AMERICA SECURITIES LLC
   BANK OF AMERICA, N.A.
   THE TORONTO-DOMINION BANK
   THE BANK OF NOVA SCOTIA
  BANK OF MONTREAL
  HSBC BANK CANADA
  
 Revolving
Facility  C$100,000,000
Facility A  C$125,000,000
 Facility B  US$350,000,000
 CREDIT AGREEMENT




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TABLE OF CONTENTS
 ARTICLE 1 INTERPRETATION
    
    
    1Section 1.01
    
    Defined Terms
    
    
    1Section 1.02
    
    Gender and Number
    
    
    32Section 1.03
    
    Interpretation not Affected by Headings, etc.
    
    
    32Section 1.04
    
    Currency
    
    
    32Section 1.05
    
    Certain Phrases, etc.
    
    
    32Section 1.06
    
    Accounting Terms
    
    
    32Section 1.07
    
    Non-Business Days
    
    
    33Section 1.08
    
    Ratable Portion of Accommodations
    
    
    33Section 1.09
    
    Incorporation of Schedules
    
    
    33Section 1.10
    
    Rounding


    
    
    33Section 1.11
    
    Times of Day

    
    
    33Section 1.12
    
    Letter of Credit Amounts


    
    
    33ARTICLE 2 CREDIT FACILITIES
    
    
    34Section 2.01
    
    Availability
    
    
    34Section 2.02
    
    Commitments and Facility Limits
    
    
    34Section 2.03
    
    Use of Proceeds
    
    
    35Section 2.04
    
    Mandatory Repayments and Reductions of Commitments
    
    
    35Section 2.05
    
    Mandatory Prepayments
    
    
    36Section 2.06
    
    Optional Prepayments and Reductions of Commitments
    
    
    37Section 2.07
    
    Fees.
    
    
    37Section 2.08
    
    Payments under this Agreement
    
    
    38Section 2.09
    
    Application of Payments and Prepayments
    
    
    38Section 2.10
    
    Cash Collateralization of Certain Payments and Prepayments
    
    
    39Section 2.11
    
    Computations of Interest and Fees
    
    
    39Section 2.12
    
    Increase of Facility B and Creation of a New Credit Facility
    
    
    39Section 2.13
    
    Excess.
    
    
    41ARTICLE 3 ADVANCES
    
    
    41Section 3.01
    
    The Advances
    
    
    41Section 3.02
    
    Procedure for Advances
    
    
    42Section 3.03
    
    LIBOR Advances
    
    
    42Section 3.04
    
    Market for Libor Advances
    
    
    42Section 3.05
    
    Suspension of Libor Advance Option
    
    
    42Section 3.06
    
    Limits on Libor Advances
    
    
    43Section 3.07
    
    Conversions of Advances
    
    
    43Section 3.08
    
    Interest on Prime Rate Advances
    
    
    43Section 3.09
    
    Interest on US Prime Rate Advances
    
    
    43Section 3.10
    
    Interest on Libor Advances
    
    
    43ARTICLE 4 BANKERS ACCEPTANCES
    
    
    44Section 4.01
    
    Acceptances and Drafts
    
    
    44Section 4.02
    
    Form of Drafts
    
    
    45Section 4.03
    
    Procedure for Drawing
    
    
    45




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3

Section 4.04
    
    Signatures of Draft Forms
    
    
    46Section 4.05
    
    Payment, Conversion or Renewal of BA Instruments
    
    
    46Section 4.06
    
    Circumstances Making Bankers Acceptances Unavailable
    
    
    46Section 4.07
    
    Depository Bills and Notes Act
    
    
    47ARTICLE 5 LETTERS OF CREDIT
    
    
    47Section 5.01
    
    Letters of Credit
    
    
    47Section 5.02
    
    Reimbursements of Amounts Drawn
    
    
    48Section 5.03
    
    Risk of Letters of Credit
    
    
    49Section 5.04
    
    Repayments
    
    
    50Section 5.05
    
    Applicability of ISP
    
    
    51Section 5.06
    
    Conflict with Letter of Credit Application Form
    
    
    51ARTICLE 6 CONDITIONS OF LENDING
    
    
    51Section 6.01
    
    Conditions Precedent to the Initial Accommodation
    
    
    51Section 6.02
    
    Conditions Precedent to All Accommodations and Conversions
    
    
    53Section 6.03
    
    No Waiver
    
    
    54ARTICLE 7 REPRESENTATIONS AND WARRANTIES
    
    
    54Section 7.01
    
    Representations and Warranties
    
    
    54Section 7.02
    
    Survival of Representations and Warranties
    
    
    59ARTICLE 8 COVENANTS OF THE BORROWER
    
    
    60Section 8.01
    
    Affirmative Covenants
    
    
    60Section 8.02
    
    Negative Covenants
    
    
    64Section 8.03
    
    Financial Covenants
    
    
    67ARTICLE 9 EVENTS OF DEFAULT
    
    
    68Section 9.01
    
    Events of Default
    
    
    68Section 9.02
    
    Remedies Upon Demand and Default
    
    
    71Section 9.03
    
    Bankruptcy and Insolvency
    
    
    72Section 9.04
    
    Relations with the Borrower
    
    
    72Section 9.05
    
    Application of Proceeds
    
    
    72ARTICLE 10 THE ADMINISTRATIVE AGENT AND THE LENDERS
    
    
    72Section 10.01
    
    Appointment and Authority
    
    
    72Section 10.02
    
    Rights as a Lender
    
    
    73Section 10.03
    
    Exculpatory Provisions
    
    
    73Section 10.04
    
    Reliance by Administrative Agent
    
    
    74Section 10.05
    
    Delegation of Duties
    
    
    74Section 10.06
    
    Resignation of Administrative Agent
    
    
    75Section 10.07
    
    Non-Reliance on Administrative Agent and Other Lenders
    
    
    76Section 10.08
    
    No Other Duties, Etc.
    
    
    76Section 10.09
    
    Administrative Agent May File Proofs of Claim
    
    
    76Section 10.10
    
    Collateral and Guaranty Matters
    
    
    77Section 10.11
    
    Replacement of Non-Schedule I Reference Banks
    
    
    77Section 10.12
    
    Irrevocable Power of Attorney (fondé de pouvoir)
    
    
    78Section 10.13
    
    Issuing Lender
    
    
    78




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4

Section 10.14
    
    Borrower Materials
    
    
    78ARTICLE 11 CURRENCY AND EXCHANGE
    
    
    79Section 11.01
    
    Rules of Conversion
    
    
    79Section 11.02
    
    Determination of an Equivalent Currency
    
    
    79ARTICLE 12 MISCELLANEOUS
    
    
    79Section 12.01
    
    Amendment Etc.
    
    
    79Section 12.02
    
    Waiver
    
    
    81Section 12.03
    
    Evidence of Debt and Accommodation Notices
    
    
    81Section 12.04
    
    Notices, etc.
    
    
    82Section 12.05
    
    Confidentiality
    
    
    82Section 12.06
    
    Costs, Expenses and Indemnity
    
    
    82Section 12.07
    
    Taxes
    
    
    84Section 12.08
    
    Successors and Assigns
    
    
    85Section 12.09
    
    Non-Cdn Qualified Lenders
    
    
    87Section 12.10
    
    Right of Set-off
    
    
    88Section 12.11
    
    Accommodations by Lenders
    
    
    88Section 12.12
    
    Rateable Payments
    
    
    88Section 12.13
    
    Interest on Accounts
    
    
    89Section 12.14
    
    Governing Law
    
    
    89Section 12.15
    
    Consent to Jurisdiction
    
    
    89Section 12.16
    
    Counterparts
    
    
    89Section 12.17
    
    Severability
    
    
    89Section 12.18
    
    Assignment to Federal Reserve Bank
    
    
    89Section 12.19
    
    Good Faith and Fair Consideration
    
    
    90Section 12.20
    
    Superior Force
    
    
    90Section 12.21
    
    Sharing of Payments Among Lenders
    
    
    90Section 12.22
    
    Language
    
    
    91
 SchedulesSchedule A
    
    
    Agency Branch AccountSchedule B
    
    
    CommitmentsSchedule 1
    
    
    Form of Accommodation NoticeSchedule 2
    
    
    Form of Notice of RepaymentSchedule 3
    
    
    Offer to LendersSchedule 4
    
    
    Applicable marginsSchedule 5
    
    
    Security and Security DocumentsSchedule 6
    
    
    Assignment and Assumption AgreementSchedule 7
    
    
    Subordination Agreement for back-to-back securitiesSchedule 8
    
    
    Form of Note
 Disclosure SchedulesSchedule 1.01(a)
    
    Existing Back-To-Back DebtSchedule 1.01(B)
    
    Existing Back-To-Back Preferred Shares




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5

Schedule 1.01(C)
    
    Existing Tax Benefit TransactionsSchedule 7.01(a)
    
    Subsidiaries and Jurisdiction of Incorporation or continuationSchedule 7.01(g)
    
    Location of Business and of minute booksSchedule 7.01(L)
    
    Corporate chart of the BorrowerSchedule 7.01(P)
    
    Material AgreementsSchedule 7.01(V)
    
    Corporate Structure




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CREDIT AGREEMENT
 AMONG:
    
    QUEBECOR MEDIA INC., a company constituted and existing under the
laws of Quebec, Canada, having its registered office, head office
and chief executive office at 612 St-Jacques St., Montreal, Quebec,
H3C 4M8PARTY OF THE FIRST PARTAND:
    
    THE FINANCIAL INSTITUTIONS NAMED ON THE SIGNATURE PAGES HEREOF OR
FROM TIME TO TIME PARTIES HERETO PARTIES OF THE SECOND PARTAND:
    
    BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT FOR THE LENDERS,a
duly constituted bank, having a place of business at 1850 Gateway
Blvd. 5th Floor, Concord, California, 94520-3282,
CA4-706-05-13 and at 200 Front Street West, Suite 2700, Toronto,
Ontario, M5V 3L2PARTY OF THE THIRD PART
 WHEREAS
 NOW THEREFORE
 ARTICLE 1
 INTERPRETATION
 Section 1.01 Defined Terms.
 Accommodation Type
 Accommodation Notice




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2 Accommodations Outstanding
 Acquisition




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3 Acquire Acquired
 Administrative Agent
 Advances Advance
 Affiliate Canada Business Corporations Act
 Agency Branch Account
 Agent-Related Persons inter alia
 Aggregate Face Amount of Letters of Credit Outstanding
 Agreement Article Section
 Annual Business Plan
 Applicable Commitment Fee




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4  Applicable Margins C$ Prime Rate Drawing
Fee and L/C Fee LIBOR US$ Prime Rate
 
 Approved Fund
 Arms Length Income Tax Act
 Assets




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5 Assignee
 Assignee Group
 Assignment Fee
 Assignment and Assumption
 Authorization
 Back-to-Back Debt
 Back-to-Back Preferred Shares




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6




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7  Back-to-Back Securities
 Back-to-Back Transactions
 BA Equivalent Note
 BA Instruments
 Bankers
Acceptance
 Banking Day
 Beneficiary
 Benefit Plan
 Borrower
 Borrowers Equity
 Borrowing
Notice
 Building and Fixtures
 Business
 Business Day




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8  Canadian Dollars C$
 Canadian Prime Rate prime rate
 Capital Expenditures Capital Expenditures
 Carlyle Agreement
 Carlyle Debt
 Cash Equivalents
 (1)
    
    US Dollars or Canadian Dollars;(2)
    
    investments in securities with maturities of one year or less
from the date of acquisition issued or fully guaranteed by any state,
commonwealth, territory or province of the United States of America or Canada,
or by any political subdivision or taxing authority thereof, and rated in the
R-1 category by the Dominion Bond Rating Service Limited;(3)
    
    certificates of deposit and eurodollar time deposits with
maturities of one year or less from the date of acquisition, bankers
acceptances with maturities not exceeding one year and overnight bank deposits,
in each case, with any domestic commercial bank having capital and surplus in
excess of US$500 million;(4)
    
    repurchase obligations with a term of not more than sixty days
for underlying securities of the types described in clauses (2) and (3) above




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9 entered into with any financial institution meeting the qualifications
specified in clause (3) above;(5)
    
    commercial paper having a rating of at least P-1 from Moodys
Investors Service, Inc. or A-1 from Standard & Poors Rating Services and in
each case maturing within one year after the date of acquisition or with
respect to commercial paper in Canada, a rating in the R-1 category from the
Dominion Bond Rating Service Limited; and(6)
    
    money market funds at least 90% of the assets of which
constitute Cash Equivalents of the kinds described in clauses (1) through (5)
of this definition.
 Cdn Qualified Lender
 Change of Control
 Change in Law
 Claim
 Closing Date
 Collateral
 Commitment Commitments




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10 Compliance Certificate
 Consolidated Debt
 Consolidated EBITDA Consolidated EBITDA
 Consolidated Interest Charges
 Consolidated Senior Debt
 Consolidated Senior Leverage Ratio




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11 Contingent Obligations
 Control Controlling
 Credit Documents
 Credit Facilities
 Debentures
 Debt




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12 Debt Distribution
 Debt Guaranteed
 Default
 Defaulting Lender
 Designated Period
 Disposition Dispose Disposed
 Distribution
 Draft Bills of
Exchange Act Depository Bills and Notes Act
 Drawing
 Drawing Date
 Drawing Fee




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13  Drawing Notice
 Drawing Price
 Drawing Proceeds
 Eligible Assignee provided Eligible Assignee
 Environmental Laws
 Environmental Liabilities and Costs




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14  Environmental Notice
 Environmental Permits
 Equity Distributions
 Equivalent Amount First Currency Other
Currency
 ERISA Employee Retirement Income Security Act of 1974
 ERISA Affiliate
 Event of Default
 ERISA Event




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15           Existing Back-to-Back Debt
 Existing Back-to-Back Preferred Shares
 Existing Back-to-Back Securities




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16 Existing Credit Agreement inter
alia
 Existing Senior Notes 1/8 3/4
 Existing Tax Benefit Transactions
 Face Amount
 Facility A
 Facility A Commitment
 Facility A Lender
 Facility B
 Facility B Commitment
 Facility B Lenders Facility B Lender
 Facility B-1 Commitment
 Facility B-1 Lender
 Facility B-1 Tranche
 Facility B-2 Commitment




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17 Facility B-2 Lender
 Facility B-2 Tranche
 Federal Funds Effective Rate
 Fees
 Financial Quarter
 Financial Year
 Fund
 GAAP
 Governmental Entity
 Hazardous Substance




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18  Hedging Agreements
 Hedging Requirements
 Impermissible Qualification
 Indemnified Person
 Interest Charges
 Interest Coverage Ratio
 Internal Revenue Code
 Investments provided, however,




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19  Issuing Lender mutatis mutandis
 ISDA Master Agreement
 ISP
 ITA Income Tax Act
 Laws Law
 Leased Properties
 Leases
 Lenders
 Letter of Credit Issuing Lender




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20  Letter of Credit Application Form
 Leverage Ratio
 LIBOR
    Quoted Rate
 LIBOR=
    
    Quoted Rate1.00  Reserve Percentage




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21 Reserve Percentage
 Libor Advance
 Libor Basis
 Lien
 Loan Parties Loan Party
 Loss
 Majority Lenders
 Mandatory Prepayment
 Material Adverse Effect
 Material Agreements




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22  Multiemployer Plan
 Multiple Employer Plan
   Negative Value of Hedging Agreement
 Net Proceeds




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23  Non-Schedule I Reference Banks
 Participant
 Owned Properties
 Overdraft Facility
 PBGC
 Péladeau Group
 Permitted Debt Balance of Notes provided
 Permitted Debt Distribution




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24 provided
 Permitted Distributions
 Permitted Liens




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25




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26    pari passu
       inter alia




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27 pari passu
   pari passu
 Person
 Plan
 Pledgors
 Press Investment
 Press Investment Debt
 Prime Rate Advance




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28 Purchase Money Mortgage
 QMI Entities QMI Entity
 Quebecor
 Reference Discount Rate
 Related Parties
 Release Release
 Remedial Action




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29 Reportable Event
 Revolving Commitment
 Revolving Facility
 Revolving Lender
 Security
 Security Documents
 Security Interest
 Selected Amount
 Senior Notes 73/4% Senior Notes due 2016
 Senior Note Indenture




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30  Single Employer Plan
   Subsidiary
 Subordinated Debt
 Sun Media Credit Agreement inter alia
 Synthetic Lease
 Tax Benefit Transaction provided, however,




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31 pro forma provided,
however
 Taxes
 Term
 Termination Event
 Unconsolidated Coverage Ratio
 USA Patriot Act
 US Prime Rate




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32  US Prime Rate Advance
 US Dollars US$
 Vidéotron Credit Agreement inter alia
 Section 1.02 Gender and Number.
 Section 1.03 Interpretation not Affected by Headings, etc.
 Section 1.04 Currency.
 Section 1.05 Certain Phrases, etc.
 Section 1.06 Accounting Terms.




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33 provided
 Section 1.07 Non-Business Days.
 Section 1.08 Ratable Portion of Accommodations. prima facie
 Section 1.09 Incorporation of Schedules.
 Section 1.10 Rounding.
 Section 1.11 Times of Day.
 Section 1.12 Letter of Credit Amounts. provided however




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34 ARTICLE 2
 CREDIT FACILITIES
 Section 2.01 Availability.
   Section 2.02 Commitments and Facility Limits.




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35    Section 2.03 Use of Proceeds.
 Securities Exchange Act
 Section 2.04 Mandatory Repayments and Reductions of Commitments.
 th th th
 Year of Term
    
    Quarterly Percentage1 to 3 inclusive
    
    
    2.50
    %4
    
    
    5.00
    %5
    
    
    12.50
    %




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36 th th th th
 Section 2.05 Mandatory Prepayments. Mandatory Prepayments
   Offer Term Lenders Term Lender




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37 Unacceptable Payment
  Section 2.06 Optional Prepayments and Reductions of Commitments. pro
rata
  Section 2.07 Fees.




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38  Section 2.08 Payments under this Agreement.
    Section 2.09 Application of Payments and Prepayments.




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39 Section 2.10 Cash Collateralization of Certain Payments and Prepayments.
 Section 2.11 Computations of Interest and Fees.
  Interest Act
 Criminal Code
 Section 2.12 Increase of Facility B and Creation of a New Credit Facility. provided




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40    Increase Effective Date
 Creation Effective Date




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41  Section 2.13 Excess.Section 2.14
 ARTICLE 3
 ADVANCES
 Section 3.01 The Advances.




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42  Section 3.02 Procedure for Advances. Borrowing Notice
 Section 3.03 LIBOR Advances. Designated Period
 Section 3.04 Market for Libor Advances.
 Section 3.05 Suspension of Libor Advance Option.




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43  Section 3.06 Limits on Libor Advances.
 Section 3.07 Conversions of Advances.
 Section 3.08 Interest on Prime Rate Advances.
 Section 3.09 Interest on US Prime Rate Advances.
 Section 3.10 Interest on Libor Advances.




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ARTICLE 4
 BANKERS ACCEPTANCES
 Section 4.01 Acceptances and Drafts. Bankers Acceptances
        45
   Section 4.02 Form of Drafts.
 Section 4.03 Procedure for Drawing. Drawing Notice
  BA Equivalent Note
      46
   Section 4.04 Signatures of Draft Forms.
 Section 4.05 Payment, Conversion or Renewal of BA Instruments.
  Section 4.06 Circumstances Making Bankers Acceptances Unavailable.
      47
   Section 4.07 Depository Bills and Notes Act. Depository Bills
and Notes Act
 ARTICLE 5
 LETTERS OF CREDIT
 Section 5.01 Letters of Credit.
       48
  Letter of Credit Application Form inter alia Beneficiary
  Section 5.02 Reimbursements of Amounts Drawn.
        49
  Section 5.03 Risk of Letters of Credit.
         50
 provided however provided however
 Section 5.04 Repayments.




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51    Section 5.05 Applicability of ISP.
 Section 5.06 Conflict with Letter of Credit Application Form.
 ARTICLE 6
 CONDITIONS OF LENDING
 Section 6.01 Conditions Precedent to the Initial Accommodation.




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52




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53          Section 6.02 Conditions Precedent to All Accommodations and Conversions.




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54  Section 6.03 No Waiver.
 ARTICLE 7
 REPRESENTATIONS AND WARRANTIES
 Section 7.01 Representations and Warranties.
 Incorporation and Qualification.
 Corporate Power.
 Conflict With Other Instruments.




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55  Authorization, Governmental Approvals, etc.
 Execution and Binding Obligation.
 Conduct of Business. Securities Exchange Act of 1934 Investment Company
Act of 1940 et seq.




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OFAC
 Location of Business.
 Authorizations, etc.
 Trademarks, Patents, etc.




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57 Ownership of Property.
 Compliance with Laws.
 Subsidiaries, etc. .
 No Burdensome Agreements.
 No Litigation.
 Pension Plans and Employment Liabilities.
 Material Agreements.




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58  Financial Statements.
 Books and Records.
 Insurance.
 Solvency.
 Tax Liability.




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59 Corporate Structure.
 Contingent Obligations and Indebtedness.
 Disclosure.
 No Default
 9101-0827 Quebec
 Erisa.
 Section 7.02 Survival of Representations and Warranties.




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60  ARTICLE 8
 COVENANTS OF THE BORROWER
 Section 8.01 Affirmative Covenants.
 Financial Reporting Requirements.
 Environmental Reporting.




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61  Additional Reporting Requirements. Securities Act




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62  Corporate Existence.
 Compliance with Laws, etc.
 Status of Accounts and Collateral.
 Conduct of Business .
 Environmental Audits.
 Auditors.
 Payment of Taxes and Claims.




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63 Keeping of Books.
 Visitation and Inspection.
 Maintenance of Insurance.
 Cure Defects, Preservation of Security. fondé de pouvoir
 Further Assurances.
 Payment of Obligations.




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64 Use of Proceeds
 Hedging Requirements
 Erisa
 Collateral.
 Section 8.02 Negative Covenants.
 Debt.
 Encumbrances.
 Mergers, Etc.




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65  Disposal of Assets Generally.
 Transactions with Affiliates.




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66 Change in Business.
 Distributions.
 RequiredPeriod
    
    ThresholdClosing Date to December 30, 2007
    
    4.5:1.0December 31, 2007 to December 30, 2009
    
    4.0:1.0December 31, 2009 and thereafater
    
    3.5:1.0
 Investments and Acquisitions. .
 Subsidiaries.




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67 Maintenance and Ownership of Pledgors.
 Capital Expenditures.
 Business Outside Certain Jurisdictions.
 Financial Year.
 Amendments.
 Section 8.03 Financial Covenants.
 Leverage Ratio.
 Period
    
    RatioClosing Date to March 30, 2007
    
    6.00:1.00March 31, 2007 to June 29, 2008
    
    5.50:1.00June 30, 2008 to March 30, 2009
    
    5.00:1.00March 31, 2009to June 29, 2010
    
    4.75:1.00June 30, 2010 and thereafter
    
    4.25:1.00
 Interest Coverage Ratio.




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68 Period
    
    RatioClosing Date to March 30, 2007
    
    2.00:1.00March 31, 2007 to June 29, 2008
    
    2.25:1.00June 30, 2008 to September 29, 2009
    
    2.50:1.00September 30, 2009 to June 29, 2010
    
    2.75:1.00June 30, 2010 and thereafter
    
    3.00:1.00
 Unconsolidated Coverage Ratio.
 ARTICLE 9
 EVENTS OF DEFAULT
 Section 9.01 Events of Default. Event of
Default




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69    th




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71    Section 9.02 Remedies Upon Demand and Default.




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72  Section 9.03 Bankruptcy and Insolvency. Bankruptcy and Insolvency Act Companies Creditors
Arrangements Act
 Section 9.04 Relations with the Borrower.
 Section 9.05 Application of Proceeds. pari passu
 ARTICLE 10
 THE ADMINISTRATIVE AGENT AND THE LENDERS
 Section 10.01 Appointment and Authority.




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73  collateral agent
 Section 10.02 Rights as a Lender.
 Section 10.03 Exculpatory Provisions.
  provided




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74    Section 10.04 Reliance by Administrative Agent.
 Section 10.05 Delegation of Duties.




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75  Section 10.06 Resignation of Administrative Agent.. provided




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76  Section 10.07 Non-Reliance on Administrative Agent and Other Lenders.
 Section 10.08 No Other Duties, Etc.
 Section 10.09 Administrative Agent May File Proofs of Claim.




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77  Section 10.10 Collateral and Guaranty Matters.
     Section 10.11 Replacement of Non-Schedule I Reference Banks. Bank Act




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78 Section 10.12 Irrevocable Power of Attorney ( fondé de pouvoir ). fondé de pouvoir Civil Code of Quebec An Act respecting the Special Powers of Legal
Persons Civil Code of Quebec
 Section 10.13 Issuing Lender.
 Section 10.14 Borrower Materials. Borrower Materials Platform i.e., Public Lender




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79  ARTICLE 11
 CURRENCY AND EXCHANGE
 Section 11.01 Rules of Conversion. First Currency Second Currency
 Section 11.02 Determination of an Equivalent Currency.
 ARTICLE 12
 MISCELLANEOUS
 Section 12.01 Amendment Etc.




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80 provided however
    provided however




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81   provided further
 Section 12.02 Waiver.
  Section 12.03 Evidence of Debt and Accommodation Notices. prima
facie




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82  Section 12.04 Notices, etc. sylwiadurkiewicz@bankofamerica.com th
 Section 12.05 Confidentiality.
 Section 12.06 Costs, Expenses and Indemnity.




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83

Indemnified Person






---



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84     Section 12.07 Taxes. Taxes




---



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85     Section 12.08 Successors and Assigns.
  Participant Assignee




---



##### 



86      Granting Lender SPV




---



##### 



87  Register
 Section 12.09 Non-Cdn Qualified Lenders.




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88 Section 12.10 Right of Set-off.
 Section 12.11 Accommodations by Lenders.
 Section 12.12 Rateable Payments.




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89 Section 12.13 Interest on Accounts.
 Section 12.14 Governing Law.
 Section 12.15 Consent to Jurisdiction.
 Section 12.16 Counterparts.
 Section 12.17 Severability.
 Section 12.18 Assignment to Federal Reserve Bank.




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90  Section 12.19 Good Faith and Fair Consideration.
 Section 12.20 Superior Force.
 Section 12.21 Sharing of Payments Among Lenders. provided




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91    Section 12.22 Language.Section 12.23
 [signature pages follow]




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IN WITNESS WHEREOF,
 QUEBECOR MEDIA INC.Per:
    
    /s/ Jean-Francois PruneauName: Jean-Francois PruneauTitle: Treasurer




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BANK OF AMERICA, N.A.as Administrative AgentPer:
    
    [signed]Authorized Signing Officer
 Address:
    
    1455 Market St.5thFloorMail code CA5-70105-19San Francisco, CA 94103Attention: Robert J. Rittelmeyer, Vice PresidentTelephone: (415) 436-2616Fax: (415) 503-5099Email: rojert.j.rittelmeyer@bankofamerica.comAddress for operations (Facility B-1):
    
    Bank of America N.A.Credit Services/Agency Services1850 Gateway Blvd., 5th FloorMC: CA4-706-05-09Concord, CA 94520Attention: Kristine Kelleher,AVP/Credit Service RepresentativePhone: (925)675-8373Fax: (888) 969-2414E-mail: kristine.l.kelleher@bankofamerica.comAddress for operations (Revolving Facility,Facility A and Facility B-2):
    
    Bank of America, N.A., Canada Branch200 Front Street West, Suite 2700Toronto, Ontario, M5V 3L2Attention: Sylwia DurkiewiczTelephone: (416) 349-4307Fax: (416) 349-4282E-mail: Sylwia.durkiewicz@bankofamerica.comAlternate  Domingo BraganzaTelephone: (416) 349-5464




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BANK OF AMERICA, N.A.,Canada Branch, as Lender and as Issuing LenderPer:
    
    /s/ Nelson LamNelson LamVice PresidentAddress:
    
    Corporate Banking200 Front Street West,Suite 2700Toronto, Ontario, M5V 3L2Attention:
    
    Nelson LamTelephone:
    
    (416) 349-5496Fax:
    
    
    
    (416) 349-4282Email: nelson.lam@bankofamerica.com




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2 CITIBANK, N.A.(Canadian Branch)Per:
    
    [signed]Name:Title:Per:Name:Title:Address:
    
    
    
    123 Front Street West
Toronto, Ontario
M5J 2M3Attention:
    
    
    
    John Hastings, Managing DirectorTelephone:
    
    
    
    (416) 947-2947Fax:
    
    
    
    (416) 915-6289E-mail:
    
    
    
    john.hastings@citigroup.com




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CREDIT SUISSE,TORONTO BRANCHPer:
    
    [signed]Name: Alain DaoustTitle: DirectorPer:
    
    [signed]Name: Steve W. FuhTitle: Vice-President Financial ControlAddress:
    
    
    
    One First Canadian PlaceSuite 3000, P.O. Box 301Toronto, OntarioM5X 1C9Attention:
    
    
    
    Alain DaoustTelephone:
    
    
    
    (416) 352-4527Fax:
    
    
    
    (416) 352-4576E-mail:
    
    
    
    alain.daoust@csfb.com




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HSBC BANK CANADAPer:
    
    [signed]Name: Eric SchumacherTitle: DirectorPer:
    
    [signed]Name:Title:Address:
    
    
    
    2001 McGill College
Suite 300
Montreal, Quebec
H3A 1G1Attention:
    
    
    
    Eric Schumacher, DirectorTelephone:
    
    
    
    (514) 286-5332Fax:
    
    
    
    (514) 286-5330E-mail:
    
    
    
    eric_schumacher@hsbc.ca




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THE BANK OF NOVA SCOTIAPer:
    
    [signed]Name: Rob KingTitle: DirectorPer:
    
    [signed]Name: Bradley WalkerTitle: Associate DirectorAddress:
    
    
    
    62nd Floor40 King Street WestScotia PlazaToronto, OntarioM5W 2X6Attention:
    
    
    
    Rob King, DirectorTelephone:
    
    
    
    (416) 933-1873Fax:
    
    
    
    (416) 866-2010E-mail:
    
    
    
    rob_king@scotiacapital.com




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THE TORONTO-DOMINION BANKPer:
    
    [signed]Name: Paul ArcherTitle: Vice-President & DirectorPer:
    
    [signed]Name: Yves BergeronTitle: Managing DirectorPer:
    
    [signed]Name: Serge CloutierTitle: Vice PresidentAddress:
    
    
    
    1 Place Ville Marie, Bureau 2315Montréal, QuébecH3B 3M5Attention:
    
    
    
    Yves BergeronTelephone:
    
    
    
    (514) 289-0099Fax:
    
    
    
    (514) 289-0788E-mail:




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BANK OF MONTREALPer:
    
    [signed]Name: Bruno LemayTitle: DirectorPer:Name:Title:Address:
    
    
    
    1501 McGill CollegeSuite 3200Montreal, QuebecH3A 3M8Attention:
    
    
    
    Bruno LemayTelephone:
    
    
    
    (514) 282-5916Fax:
    
    
    
    (514) 282-5920E-mail:
    
    
    
    bruno.lemay@bmo.com




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CAISSE CENTRALE DESJARDINSPer:
    
    [signed]Name: André RoyTitle: Senior ManagerPer:
    
    [signed]Name: Francine ChampouxTitle: Vice PresidentAddress:
    
    
    
    1 Complexe DesjardinsSuite 2822Montreal, QuebecH5B 1B3Attention:
    
    
    
    André RoyTelephone:
    
    
    
    (514) 281-7791Fax:
    
    
    
    (514) 281-7083E-mail:
    
    
    
    andre.roy@cccd.desjardins.com




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NATIONAL BANK OF CANADAPer:
    
    [signed]Name: Stephen ReddingTitle:Per:Name:Title:Address:Attention:Telephone:Fax:E-mail:




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ROYAL BANK OF CANADAPer:
    
    [signed]Name: Rod SmithTitle: Authorized SignatoryAddress:
    
    1 Place Ville MarieSuite 300Montreal, QuebecH3B 4R8Attention:
    
    Rod Smith, Managing DirectorTelephone:
    
    (514) 878-2815Fax:
    
    
    
    (514) 874-1349E-mail:
    
    rod.smith@rbccm.com




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NATIONAL CITY BANK, CANADA BRANCHPer:
    
    [signed]Name: Caroline StadeTitle: Vice PresidentPer:
    
    [signed]Name: Bill HinesTitle: Senior Vice PresidentAddress:
    
    130 King St. WestSuite 2140Toronto, OntarioM5X 1E4Attention:
    
    Caroline StadeTelephone:
    
    (416) 361-1744 x. 224Fax:
    
    
    
    (416) 361-0085E-mail:
    
    caroline.stade@nationalcity.com




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CANADIAN IMPERIAL BANK OF COMMERCEPer:
    
    [signed]Name: Alex TessierTitle: DirectorPer:
    
    [signed]Name: Steve NishimuraTitle: Managing DirectorAddress:
    
    BCE Place161 Bay Street, 8th FloorToronto, OntarioM5J 2S8Attention:
    
    Alex TessierTelephone:
    
    (416) 956-3832Fax:
    
    
    
    (416) 956-3816E-mail:
    
    alex.tessier@cibc.ca




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BANK OF AMERICA, N.A. As LenderPer:
    
    [signed]Name: Jeffrey ArmitageTitle: Senior Vice PresidentPer:Name:Title:Address:
    
    231 South LaSalle St.10th FloorChicago, Illinois60604Attention:
    
    Jeffrey ArmitageTelephone:
    
    (312) 828-3898Fax:
    
    (312) 974-8811E-mail:
    
    Jeffrey.armitage@bankofamerica.com




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THE BANK OF NOVA SCOTIA,
as a Facility B LenderPer:
    
    [signed]Name: Jose B. CarlosTitle: Authorized SignatoryPer:Name:Title:Address:Attention:Telephone:Fax:E-mail:




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TORONTO DOMINION (TEXAS) LLC
as a Facility B LenderPer:
    
    [signed]Name: Jim BridwellTitle: Authorized SignatoryPer:Name:Title:Address:Attention:Telephone:Fax:E-mail:




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NATIONAL CITY BANKPer:
    
    [signed]Name: Timothy J. AmbroseTitle: Vice PresidentPer:Name:Title:Address:
    
    One South Broad Street Building14th FloorPhiladelphia, PA19107Attention:
    
    Tim Ambrose, Vice PresidentTelephone:
    
    (267) 256-4026Fax:E-mail:
    
    timothy.ambrose@nationalcity.com




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SCHEDULE A
 AGENCY BRANCH ACCOUNT
 For the Revolving Lenders and the Facility A Lenders and the Facility B-2 Lenders
 Canadian Dollars
 
 
  For the Facility B-1 Lenders




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##### 



SCHEDULE B
 COMMITMENTS
 RevolvingLender
    
    Facility
    
    Facility A
    
    Facility BB-1 Tranche
    
    B-2 Tranche[Redacted]Total
    
    C$100,00,000
    
    C$125,000,000
    
    US$350,000,000
    
    C$0




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##### 



SCHEDULE 1
 ACCOMMODATION NOTICE
 TO:
    
    BANK OF AMERICA, N.A., as Administrative AgentFROM:
    
    QUEBECOR MEDIA INC.DATE:
 Credit Agreement inter alia
 Accommodation/conversion the Revolving Facility, Facility A or
Facility B
 (a)
    
    Date of Accommodation:(b)
    
    Currency and amount of
Accommodation:(c)
    
    Type of Accommodation:(d)
    
    Designated Period(s) (if any):(e)
    
    Maturity date(s) (if applicable):(f)
    
    Payment instruction (if any):




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QUEBECOR MEDIA INC.Per:Title:




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SCHEDULE 2
 NOTICE OF REPAYMENT
 TO:
    
    BANK OF AMERICA, N.A., as Administrative AgentFROM:
    
    QUEBECOR MEDIA INC.DATE:
 inter alia Credit Agreement
 [C$ / US$]    indicate amount payable in respect of each Facility as well as the type of
Advance to be repaid]
 [C$ / US$  , the above-mentioned payment should be
treated as a [ mandatory prepayment / voluntary prepayment ] under / ] which we understand will have the effect of reducing
the amount of Facility A and Facility B, or, if applicable, the Revolving Facility] [ If the payment is a mandatory
prepayment resulting from an asset sale or an equity issuance, it will be applied (i) firstly, pro
rata to permanently reduce Facility A and Facility B (unless it is an Unacceptable Payment) and
(ii) secondly, to repay the Revolving Facility, if there are any Accommodations Outstanding
thereunder; in all cases, provide details of the calculations used to determine the amounts. ]
 Yours truly,QUEBECOR MEDIA INC.Per:Title:




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SCHEDULE 3
 OFFER TO LENDERS
 TO:
    
    [Name of Lender]FROM:
    
    QUEBECOR MEDIA INC.DATE:
 inter alia Credit Agreement
 insert date, at least 10 and not more than 20 Business Days from
the date of this offer Payment Date Facility
A or Facility B Facility A or Facility B indicate amount payable]
  Yours truly,QUEBECOR MEDIA INC.Per:Title:




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SCHEDULE 4
 APPLICABLE MARGINS
 Revolving Facility and Facility A
 Drawing Fee and
    
    C$ Prime Rate /
    
    CommitmentTier
    
    Leverage Ratio
    
    L/C Fee
    
    US$ Prime Rate
    
    Fee
    
    LiborI
    
    R £2.75
    
    
    1.25
    %
    
    +0.25%
    
    
    0.30
    %
    
    +1.25%II
    
    2.75 < R £3.5
    
    
    1.50
    %
    
    +0.50%
    
    
    0.375
    %
    
    +1.50%III
    
    3.5 < R £4.5
    
    
    1.75
    %
    
    +0.75%
    
    
    0.375
    %
    
    +1.75%IV
    
    4.5 < R £5.25
    
    
    2.00
    %
    
    +1.00%
    
    
    0.50
    %
    
    +2.00%V
    
    5.25 < R
    
    
    2.25
    %
    
    +1.25%
    
    
    0.50
    %
    
    +2.25%
 Facility B
 US$ Prime Rate
    
    
    
    
    
    Libor+1.00%
    
    
    
    
    
    
    2.00
    %




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SCHEDULE 5
 SECURITY AND SECURITY DOCUMENTS
 1.
    
    First-ranking security (subject only to Permitted Liens) in favour of the Administrative
Agent (or the fondé de pouvoir referred to below) on behalf of the Lenders, by way of a
hypothec on the universality of all of the movable property of the Borrower which property is
or is deemed to be located in the Province of Quebec (and/or, at the option of the
Administrative Agent, by way of a hypothec securing debentures (Debentures) granted in
favour of the Administrative Agent or a collateral agent designated by the Administrative
Agent as the holder of a power of attorney (fondé de pouvoir) of the Lenders within the
meaning of Article 2692 of the Civil Code of Quebec, as
contemplated by Section 10.12 of the Credit Agreement) subject, however to limitations on the realisation
or enforcement on the shares of TVA Group Inc. (or its successors) if such enforcement could
reasonably be expected to cause TVA Group Inc. (or its successors) to lose any Authorization
it holds or is required to hold at any time in the future for the operation of its business;
 2.
    
    First-ranking limited recourse pledge granted by 3535991 Canada Inc. in respect of its shares
in Sun Media Corporation.
 3.
    
    First-ranking limited recourse pledge granted by 9101-0827 Quebec Inc. in respect of its shares in Vidéotron Ltée.




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SCHEDULE 6
 ASSIGNMENT AND ASSUMPTION AGREEMENT
 Assignment and Assumption Assignor Assignee Credit Agreement
 Assigned Interest
 1.
    
    Assignor:
    
    l2.
    
    Assignees and their
Assigned Interests:
    
    Listed on the signature pages attached hereto3.
    
    Borrower:
    
    Quebecor Media Inc.4.
    
    Administrative Agent:
    
    Bank of America, N. A., as the administrative agent under the Credit Agreement referred
to below5.
    
    Credit Agreement:
    
    The Credit Agreement, dated as of January 17, 2006 among the Borrower named above, the
Lenders parties thereto, and the Administrative Agent named above




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Aggregate Amount ofCommitment/`
    
    Amount of
    
    Percentage AssignedFacility
    
    Accommodations for
    
    Commitment/ Assigned
    
    of Commitments/Assigned1
    
    all Lenders
    
    Accommodations
    
    Accommodations
 7.
    
    Effective Date:
    
    As to each Assignee, as indicated on attached signature page thereof8.
    
    Trade Date:
    
    As to each Assignee, as indicated on attached signature page thereof
  ASSIGNOR:
    
    lBy:Name:Title:Consent and Acceptance:
    
    BANK OF AMERICA, N. A.,as Administrative AgentBy:Name:Title:
 
 1
    
    Fill in the appropriate terminology for the
type of facilities under the Credit Agreement that are being assigned under
this Assignment (i.e. Revolving Commitment, Facility A Commitment or Facility B
Commitment)




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Consent and Acceptance:2
    
    QUEBECOR MEDIA INC., as BorrowerBy:Name:Title:
 
 2
    
    Obtain indicated consent(s) only if required
by Credit Agreement.




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ASSIGNEE:[Name of Assignee]By:[Entity signing on behalf of Assignee]3By:Name:Title:4Assignee is an Affiliate/Approved Fund of:[Identify Lender]Trade Date:Effective Date: 5
 
 3
    
    Include if a general partner or manager of
the Assignee is signing on behalf of the Assignee.4
    
    Include as applicable.5
    
    Effective date to be inserted by
Administrative Agent.




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ANNEX 1 TO ASSIGNMENT AND ASSUMPTION
 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT
AND ASSUMPTION AGREEMENT
 Representations and Warranties
 Assignor
 Assignee
 Assignees Address for Notices, Etc
 Payments
 General Provisions




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SCHEDULE 1 TO ASSIGNMENT AND ASSUMPTION AGREEMENT
 ADMINISTRATIVE DETAILS
 (Assignee to list names of credit contacts, addresses, phone and facsimile numbers, electronic
mail addresses and account and payment information)




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SCHEDULE 7
 SUBORDINATION AGREEMENT FOR  BACK-TO-BACK SECURITIES
 l l
 Administrative Agent l l Obligor l l l l l l l l Subordinated Notes l Holder
 Interpretation.
 Cash, Property or Securities
 payment in full
 Senior Indebtedness [the Indenture , including, without
limitation, the Notes, the Subsidiary Guarantees, the Exchange Notes, the Additional Notes
and any Guarantee of the Exchange Notes or the Additional Notes (in each case, as defined in the
Indenture)] l l Credit Agreement




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Agreement Entered into Pursuant to Credit Agreement.
 Subordination.
 Agreement to Subordinate
 Liquidation, Dissolution or Bankruptcy
 (i)
    
    Upon any distribution of assets of the Obligor to creditors or
upon a liquidation or dissolution or winding-up of the Obligor or in a
bankruptcy, arrangement, liquidation, reorganization, insolvency, receivership
or similar case or proceeding relating to the Obligor or its property or other
marshalling of assets of the Obligor:
 (A)
    
    the holders of Senior Indebtedness shall be
entitled to receive payment in full of all Senior Indebtedness before
the Holder shall be entitled to receive any payment of principal of or
interest on, or any other amount owing in respect of, the Subordinated
Notes;(B)
    
    until payment in full of all Senior
Indebtedness, any distribution of assets of the Obligor of any kind or
character to which the Holder would be entitled but for this Section 3
is hereby assigned to the holders of Senior Indebtedness absolutely and
shall be paid by the Obligor or by any receiver, trustee in bankruptcy,
liquidating trustee, agents or other Persons making such payment or
distribution to, the Administrative Agent behalf of the holders of
Senior Indebtedness under the Credit Agreement, as their interests may
appear; and(C)
    
    in the event that, notwithstanding the
foregoing, any payment or distribution of assets of the Obligor of any
kind or character, whether in Cash, Property or Securities, shall be
received by the Holder before all Senior Indebtedness is paid in full,
such payment or distribution shall be held in trust for the benefit of
and




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shall be paid over to the Administrative Agent on behalf of the
holders of Senior Indebtedness under the Credit Agreement, as their
interests may appear, for application to the payment of all Senior
Indebtedness under the Credit Agreement until all such Senior
Indebtedness shall have been paid in full after giving effect to any
concurrent payment or distribution to the holders of Senior
Indebtedness under the Credit Agreement in respect of such Senior
Indebtedness.
 (ii)
    
    If (A) a bankruptcy, reorganization, insolvency, receivership
or similar proceeding relating to the Obligor or its property (a
Reorganization Proceeding) is commenced and is continuing and (B) the Holder
does not file proper claims or proofs of claim in the form required in a
Reorganization Proceeding prior to 45 days before the expiration of the time to
file such claims, then (1) upon the request of the Administrative Agent, the
Holder shall file such claims and proofs of claim in respect of the
Subordinated Notes and execute and deliver such powers of attorney, assignments
and proofs of claim or proxies as may be directed by the Administrative Agent
to enable it to exercise in the sole discretion of the Administrative Agent any
and all voting rights attributable to the Subordinated Notes which are capable
of being voted (whether by meeting, written resolution or otherwise) in a
Reorganization Proceeding and enforce any and all claims upon or in respect of
the Subordinated Notes and to collect and receive any and all payments or
distributions which may be payable or deliverable at any time upon or in
respect of the Subordinated Notes, and (2) whether or not the Administrative
Agent shall take the action described in clause (1) above, the Administrative
Agent shall nevertheless be deemed to have such powers of attorney as may be
necessary to enable the Administrative Agent to exercise such voting rights,
file appropriate claims and proofs of claim and otherwise exercise the powers
described above for and on behalf of the Holder.
 Subrogation
 Relative Rights
 (i)
    
    impair, as between the Obligor and the Holder, the obligation
of the Obligor, which is absolute and unconditional, to pay the principal of
and interest on the Subordinated Notes in accordance with their terms; or




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(ii)
    
    affect the relative rights of the Holder and creditors of the
Obligor other than the holders of Senior Indebtedness; or(iii)
    
    affect the relative rights of the holders of Senior
Indebtedness among themselves or opposite the Obligor under the Credit
Documents; or(iv)
    
    prevent the Holder from exercising its available remedies upon
a default, subject to the rights of the holders of Senior Indebtedness to
receive cash, property or other assets otherwise payable to the Holder.
 Subordination May Not Be Impaired
 (i)
    
    No right of any holder of Senior Indebtedness to enforce the
subordination of indebtedness evidenced by the Subordinated Notes shall in any
way be prejudiced or impaired by any act or failure to act by the Obligor or by
any such holder or the Administrative Agent, or by any non-compliance by the
Obligor with the terms, provisions or covenants herein, regardless of any
knowledge thereof which any such holder or the Administrative Agent may have or
be otherwise charged with. Neither the subordination of the Subordinated Notes
as herein provided nor the rights of the holders of Senior Indebtedness with
respect hereto shall be affected by any extension, renewal or modification of
the terms, or the granting of any security in respect of, any Senior
Indebtedness or any exercise or non-exercise of any right, power or remedy with
respect thereto.(ii)
    
    The Holder agrees that all indebtedness evidenced by the
Subordinated Notes will be unsecured by any Lien upon or with respect to any
property of the Obligor.(iii)
    
    The Holder agrees not to exercise any offset or counterclaim
or similar right in respect of the indebtedness evidenced by the Subordinated
Notes except to the extent payment of such indebtedness is permitted and will
not assign or otherwise dispose of the Subordinated Notes or the indebtedness
which it evidences unless the assignee or acquiror, as the case may be, agrees
to be bound by the terms of this Agreement.
 Holder Entitled to Rely




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##### 



Enforceability
 Miscellaneous .
    [State of New York.]




---



##### 



l
  l
   lbyName: nTitle:   nlbyName: nTitle:   n




---



##### 



SCHEDULE 8
 FORM OF NOTE
 Borrower   Lender Credit Agreement inter alia
     QUEBECOR MEDIA INC.By:Name:Title: