##### 



Exhibit 2.8
   3 4




---



##### 



Company Trustee
 3 4 Notes
 ARTICLE 1.
 DEFINITIONS AND INCORPORATION BY REFERENCE
 Section 1.01. Definitions .
  144A Global Note
 Accounts Receivable Entity
   Non-Recourse Accounts Receivable Entity Indebtedness
   Acquired Debt




---



##### 



Additional Notes
 Affiliate provided, however
 Applicable Premium plus plus
 Agent
 Applicable Procedures
 Asset Acquisition
 Asset Sale
 provided however
     2




---



##### 



provided however
 provided,
  Attributable Debt
 Back-to-Back Debt .
 Back-to-Back Preferred Shares
   3




---



##### 



(A)
    
    in the case of (1) above, to the principal amount of the loan
made or the aggregate redemption amount of the Preferred Shares subscribed for
by such Affiliate;(B)
    
    in the case of (2) above, to the principal amount of the loan
made to such Affiliate; or(C)
    
    in the case of (3) above, to the aggregate redemption amount of
the Preferred Shares issued by such Affiliate;
  (A)
    
    in the case of (1) above, be immediately prior to, or on the
same date as, the interest payment date relevant to the loan made or the
dividend payment date on the Preferred Shares subscribed for by such Affiliate;(B)
    
    in the case of (2) above, be immediately after, or on the same
date as, the interest payment date relevant to the loan made to such
Affiliate; or(C)
    
    in the case of (3) above, be immediately after, or on the same
date as, the dividend payment date on the Preferred Shares issued by such
Affiliate;
  (A)
    
    to a Quebecor Media Entity in the case of (1) above, shall be
equal to or in excess of the amount of interest payable in respect of the loan
made or the amount of dividends provided for in respect of the Preferred Shares
subscribed for by such Affiliate;(B)
    
    by a Quebecor Media Entity in the case of (2) above, shall be
less than or equal to the amount of interest payable in respect of the loan made
to such Affiliate; or(C)
    
    by a Quebecor Media Entity in the case of (3) above, shall be
equal to the amount of dividends in respect of the Preferred Shares issued by
such Affiliate;
 provided
 Back-to-Back Securities provided
 4




---



##### 



provided
 Back-to-Back Transaction
 Bankruptcy Law Bankruptcy and Insolvency Act Companies Creditors Arrangement Act
 Beneficial Owner Beneficially Owns Beneficially Owned
 Board of Directors
    Board Resolution
 Business Day
 Canadian Taxing Authority
 Capital Lease Obligation
 Capital Stock
   5




---



##### 



Capital Stock Sale Proceeds
    Cash Equivalents
       Change of Control
   6




---



##### 



Clearstream
 Code
 Commission
 Commodity Price Agreement
 Company
 Consolidated Cash Flow
       7




---



##### 



Consolidated Indebtedness
 Consolidated Interest Expense
 Consolidated Net Income provided, however,
 provided
    provided, however
 8




---



##### 



provided
 Corporate Trust Office of the Trustee
 Credit Agreement
 Credit Facilities
 Currency Exchange Protection Agreement
 Custodian
 Debt to Cash Flow Ratio Determination Date Cable Business provided plus pro forma
 9




---



##### 



pro forma pro forma provided pro
forma pro forma
 Default
 Definitive Note
 Depositary
 Disqualified Stock Disqualified Stock
 Distribution Compliance Period
 Equity Interests
 10




---



##### 



Equity Offering
 Euroclear
 Exchange Act
 Exchange Notes
 Exchange Offer
 Exchange Offer Registration Statement
 Existing Indebtedness
 Fair Market Value provided,
however provided further
 GAAP .
 Global Note Legend
 Global Notes
 Government Securities
 guarantee
 Hedging Obligations
 Holder
 11




---



##### 



Incur
 Indebtedness
        Indebtedness Indebtedness
    provided however
 12




---



##### 



Indenture
 Indirect Participant
 Initial Notes
 Institutional Accredited Investor
 Interest Payment Dates
 Interest Rate Agreement
 Investments
 Issue Date
 Legal Holiday
 Lien
 13




---



##### 



Letter of Transmittal
 Net Income
   Net Proceeds
 Non-Recourse Debt
    Obligations
 Officer
 14




---



##### 



Officers Certificate
 Opinion of Counsel
 Participant
 Permitted Business
 Permitted Holders
      Permitted Investments
       provided
  15




---



##### 



provided
    Permitted Liens
   provided
 provided
  16




---



##### 



provided
 provided
          17




---



##### 



Permitted Refinancing Indebtedness provided, however,
    pari passu pari passu
  Person
 Predecessor Note
 Preferred Shares
 Private Placement Legend
 18




---



##### 



Public Subsidiary
 Purchase Money Note
 QIB
 Qualified Receivables Transaction provided
 Quebecor Media Entity
 Registration Rights Agreement
 Regular Record Date
 Regulation S
 Regulation S Global Note
 Related Party
   Replacement Assets
 19




---



##### 



Responsible Officer
 Restricted Definitive Note
 Restricted Global Notes
 Restricted Investment
 Restricted Payment
 pro rata pro rata
    Restricted Subsidiary
 Rule 144
 Rule 144A
 Rule 903
 Rule 904
 20




---



##### 



sale and leaseback transaction
 Securities Act
 Shelf Registration Statement
 Significant Subsidiary
 Special Interest
 Standard Securitization Undertakings
 Stated Maturity
 Subordinated Indebtedness
 Subsidiary
   Tax
 Tax Benefit Transaction provided however
 21




---



##### 



pro forma provided however
 TIA
 Treasury Rate provided however
 Trustee
 Unrestricted Definitive Notes
 Unrestricted Global Notes
 Unrestricted Subsidiary
    Voting Stock
 22




---



##### 



Weighted Average Life to Maturity
   Wholly Owned Restricted Subsidiary
 Section 1.02. Other Definitions .
 Term
    

Defined in SectionAcceleration Notice
    
    6.02Additional Amounts
    
    4.20(a)(3)Affiliate Transaction
    
    4.14(a)Asset Sale Offer
    
    4.12(e)Authentication Order
    
    2.02(d)Base Currency
    
    11.13(a)Change of Control Offer.
    
    4.18(a)Change of Control Amount
    
    4.18(a)Covenant Defeasance
    
    8.03DTC
    
    2.03(b)Event of Default
    
    6.01Excess Proceeds
    
    4.12Excluded Holder
    
    4.20(b)First Currency
    
    11.14judgment currency
    
    11.13(a)Legal Defeasance
    
    8.02losses
    
    7.07Offer Amount
    
    3.09(b)(ii)Offer Period
    
    3.09(c)Offer to Purchase
    
    3.09(a)Paying Agent
    
    2.03(a)Payment Default
    
    6.01(v)(a)Permitted Debt
    
    4.09(b)Purchase Date
    
    3.09(c)rate(s) of exchange
    
    11.13Registrar
    
    2.03(a)Security Register
    
    3.03Surviving Company
    
    5.01(a)(1)
 Section 1.03. Incorporation by Reference of Trust Indenture Act .
   indenture securities
 23




---



##### 



indenture security holder
 indenture to be qualified
 indenture trustee institutional trustee
 obligor
  Section 1.04. Rules of Construction .
           ARTICLE 2.
 THE NOTES
 Section 2.01. Form and Dating .
 General
 24




---



##### 



Form of Notes
 Book-Entry Provisions
 Euroclear and Clearstream Procedures Applicable
 Section 2.02. Execution and Authentication .
    Authentication Order
  Section 2.03. Registrar and Paying Agent .
 Registrar Paying Agent
 25




---



##### 



DTC
  Section 2.04. Paying Agent to Hold Money in Trust .
  Section 2.05. Holder Lists .
  Section 2.06. Transfer and Exchange .
 Transfer and Exchange of Global Notes
 26




---



##### 



Transfer and Exchange of Beneficial Interests in the Global Notes
 Transfer of Beneficial Interests in the Same Global Note provided however
 All Other Transfers and Exchanges of Beneficial Interests in Global Notes
 Transfer of Beneficial Interests in a Restricted Global Note to Another
Restricted Global Note
   Transfer and Exchange of Beneficial Interests in a Restricted Global Note for
Beneficial Interests in an Unrestricted Global Note
 27




---



##### 



Transfer or Exchange of Beneficial Interests in Unrestricted Global Notes for
Beneficial Interests in Restricted Global Notes Prohibited
 Transfer or Exchange of Beneficial Interests for Definitive Notes
 Beneficial Interests in Restricted Global Notes to Restricted Definitive
Notes
 28




---



##### 



Beneficial Interests in Restricted Global Notes to Unrestricted Definitive
Notes
  29




---



##### 



Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive
Notes
 Transfer and Exchange of Definitive Notes for Beneficial Interests
 Restricted Definitive Notes to Beneficial Interests in Restricted Global
Notes
 30




---



##### 



Restricted Definitive Notes to Beneficial Interests in Unrestricted Global
Notes
       31




---



##### 



Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global
Notes
 Transfer or Exchange of Unrestricted Definitive Notes to Beneficial Interests
in Restricted Global Notes Prohibited
 Issuance of Unrestricted Global Notes
 Transfer and Exchange of Definitive Notes for Definitive Notes
 Restricted Definitive Notes to Restricted Definitive Notes
    32




---



##### 



Restricted Definitive Notes to Unrestricted Definitive Notes
         Unrestricted Definitive Notes to Unrestricted Definitive Notes
 Exchange Offer
 33




---



##### 



Legends
 Private Placement Legend
     Global Note Legend
 34




---



##### 



Cancellation and/or Adjustment of Global Notes
 General Provisions Relating to Transfers and Exchanges
    35




---



##### 



Section 2.07. Replacement Notes .
   Section 2.08. Outstanding Notes
 provided, however,
    Section 2.09. Treasury Notes .
  36




---



##### 



Section 2.10. Temporary Notes .
   Section 2.11. Cancellation
  Section 2.12. Defaulted Interest
 provided
 Section 2.13. CUSIP or ISIN Numbers .
 provided, however,
 Section 2.14. Special Interest
  37




---



##### 



Section 2.15. Issuance of Additional Notes
    provided, however,
  ARTICLE 3.
 REDEMPTION AND PREPAYMENT
 Section 3.01. Notices to Trustee
  Section 3.02. Selection of Notes to Be Redeemed
 pro rata
  38




---



##### 



Section 3.03. Notice of Redemption .
 Security Register
          provided, however
 Section 3.04. Effect of Notice of Redemption .
  Section 3.05. Deposit of Redemption Price .
  39




---



##### 



Section 3.06. Notes Redeemed in Part .
  Section 3.07. Optional Redemption
  Redemption Year
    
    Percentage2011
    
    
    103.875
    %2012
    
    
    102.583
    %2013
    
    
    101.292
    %2014 and thereafter
    
    
    100.000
    %
 provided, however
 plus plus
 provided
 40




---



##### 



provided, further
  Section 3.08. Mandatory Redemption .
  Section 3.09. Offers To Purchase
 Offer to Purchase
   Offer Amount
       41




---



##### 



pro rata
   Offer Period Purchase Date
  pro rata
   provided, however,
   42




---



##### 



ARTICLE 4.
 COVENANTS
 Section 4.01. Payment of Notes .
   Interest Act
 Section 4.02. Maintenance of Office or Agency .
    Section 4.03. Reports .
  43




---



##### 



(1)
    
    within 120 days after the end of each fiscal year of the
Company, annual reports on Form 20-F or 40-F, as applicable, or any successor
form; and(2)
    
    (a) within 45 days after the end of each of the first three
fiscal quarters of each fiscal year of the Company, reports on Form 10-Q or any
successor form, or (b) within 60 days after the end of each of the first three
fiscal quarters of each fiscal year of the Company, reports on Form 6-K, or any
successor form, which in each case, regardless of applicable requirements,
shall, at a minimum, contain a Managements Discussion and Analysis of
Financial Condition and Results of Operations, and, with respect to any such
reports, a reconciliation to U.S. GAAP as permitted by the Commission for
foreign private issuers.
  Section 4.04. Compliance Certificate .
    Section 4.05. Taxes .
  Section 4.06. [Reserved.]
 Section 4.07. Corporate Existence.
  44




---



##### 



Section 4.08. Payments for Consent .
  Section 4.09. Incurrence of Indebtedness and Issuance of Preferred Shares.
 provided, however, pro forma
 Permitted Debt
 (1)
    
    the Incurrence by the Company of Indebtedness and letters of
credit under one or more Credit Facilities in an aggregate principal amount at
any one time outstanding under this clause (1) (with letters of credit being
deemed to have a principal amount equal to the maximum potential liability of
the Company thereunder) not to exceed an aggregate of Cdn$1.25 billion, less
the aggregate amount of all Net Proceeds of Asset Sales applied by the Company
since the Issue Date to permanently repay Indebtedness under a Credit Facility
(and, in the case of any revolving credit Indebtedness, to effect a
corresponding commitment reduction thereunder) pursuant to the provisions of
Section 4.12 hereof;(2)
    
    the Incurrence by the Company and the Restricted Subsidiaries
of Existing Indebtedness;(3)
    
    the Incurrence by the Company of Indebtedness represented by
the Initial Notes and the Exchange Notes to be issued in exchange for such
Initial Notes and in exchange for any Additional Notes;(4)
    
    the Incurrence by the Company or any of its Restricted
Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage
financings or purchase money obligations, in each case, Incurred for the
purpose of financing all or any part of the purchase price or cost of
construction or improvement of property, plant or equipment used in the
business of the Company or such Restricted Subsidiaries, in an aggregate
principal amount, including all Permitted Refinancing Indebtedness incurred to
refund,
refinance or replace any Indebtedness Incurred pursuant to this clause (4),
not to exceed US$100.0 million at any time outstanding;(5)
    
    the Incurrence by the Company or any of its Restricted
Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net
proceeds of which are used to refund, refinance or replace Indebtedness, other
than intercompany Indebtedness, that was permitted by this Indenture to be
incurred under paragraph (a) or clauses (b)(2), (b)(3) and (b)(4) of this
Section 4.09;
 45




---



##### 



(6)
    
    the Incurrence by the Company or any of its Restricted
Subsidiaries of intercompany Indebtedness between or among the Company and any
Restricted Subsidiary; provided, however,that:
 (i)
    
    if the Company is the obligor on such
Indebtedness, such Indebtedness must be unsecured and expressly
subordinated to the prior payment in full in cash of all Obligations
with respect to the Notes, and(ii)
    
    (a) any subsequent issuance or transfer of
Equity Interests that results in any such Indebtedness being held by a
Person other than the Company or a Restricted Subsidiary and (b) any
sale or other transfer of any such Indebtedness to a Person that is not
either the Company or a Restricted Subsidiary shall be deemed, in each
case, to constitute an Incurrence of such Indebtedness by the Company
or such Restricted Subsidiary, as the case may be, that was not
permitted by this clause (6);
 (7)
    
    the issuance by the Company of Disqualified Stock or the
issuance by any Restricted Subsidiary of Preferred Shares solely to or among
the Company and any Restricted Subsidiaries; provided, however,that (a) any
subsequent issuance or transfer of Equity Interests that results in any such
Disqualified Stock or Preferred Shares being held by a Person other than the
Company or a Restricted Subsidiary and (b) any sale or other transfer of any
such Disqualified Stock or Preferred Shares to a Person that is not either the
Company or a Restricted Subsidiary shall be deemed, in each case, to constitute
an issuance of such Disqualified Stock by the Company or Preferred Shares by a
Restricted Subsidiary, as the case may be, that was not permitted by this
clause (7);
 (8)
    
    the Incurrence by the Company or any Restricted Subsidiary of
Hedging Obligations that are Incurred in the ordinary course of business of the
Company or such Restricted Subsidiary and not for speculative purposes;
provided, however, that, in the case of:
 (i)
    
    any Interest Rate Agreement, the notional
principal amount of such Hedging Obligation does not exceed the
principal amount of the Indebtedness to which such Hedging Obligation
relates; and(ii)
    
    any Currency Exchange Protection Agreement,
such Hedging Obligation does not increase the principal amount of
Indebtedness of the Company or such Restricted Subsidiary outstanding
other than as a result of fluctuations in foreign currency exchange
rates or by reason of fees, indemnities and compensation payable
thereunder;
 (9)
    
    the guarantee by the Company or any of its Restricted
Subsidiaries of Indebtedness of the Company or a Restricted Subsidiary that was
permitted to be Incurred by another provision of this Section 4.09;(10)
    
    the Incurrence by the Company or any of its Restricted
Subsidiaries of Indebtedness in relation with the performance of statutory
obligations, surety or appeal bonds,
performance bonds or other obligations of a like nature incurred in the
ordinary course of business;(11)
    
    the Incurrence by the Company or any of its Restricted
Subsidiaries of Indebtedness owed to any Person under or in connection with any
workers compensation, health, disability, employee benefits or equity
compensation plan or property, casualty or liability insurance provided by such
Person to the Company or its Restricted Subsidiaries pursuant to reimbursement
or indemnification obligations to such Person, in each case incurred in the
ordinary course of business;
 46




---



##### 



(12)
    
    the Incurrence by the Company or any of its Restricted
Subsidiaries of Indebtedness arising from agreements of the Company or any of
its Restricted Subsidiaries providing for indemnification, adjustment of
purchase price, earn out obligations or other similar obligations, in each case
incurred or assumed in connection with a transaction permitted by this
Indenture;(13)
    
    Non-Recourse Accounts Receivable Entity Indebtedness incurred
by any Accounts Receivable Entity in a Qualified Receivables Transaction;(14)
    
    the Incurrence by the Company or any of its Restricted
Subsidiaries of Indebtedness, the issuance by the Company of Disqualified Stock
or the issuance by any of the Companys Restricted Subsidiaries of Preferred
Shares in an aggregate principal amount at any time outstanding not to exceed
US$100.0 million; and(15)
    
    the issuance of Indebtedness, Preferred Shares or Disqualified
Stock in connection with a Tax Benefit Transaction.
 provided
 provided, however
   Section 4.10. Restricted Payments .
  (1)
    
    no Default or Event of Default has occurred and is continuing
or would occur as a consequence of such Restricted Payment; and(2)
    
    the Company would, at the time of such Restricted Payment and
after giving pro formaeffect thereto as if such Restricted Payment had been
made at the beginning of the
 47




---



##### 



applicable fiscal quarter, have been permitted to Incur at least US$1.00 of
additional Indebtedness, other than Permitted Debt, pursuant to the Debt to
Cash Flow Ratio test set forth in Section 4.09(a) hereof; and
 (3)
    
    such Restricted Payment, together with the aggregate amount of
all other Restricted Payments declared or made by the Company and its
Restricted Subsidiaries after the Issue Date, excluding Restricted Payments
made pursuant to clauses (2), (3), (4), (6), (7), (8), (9), (10) and (11) of
paragraph (b) below, shall not exceed, at the date of determination, the sum,
without duplication, of:
 (a)
    
    an amount equal to the Companys Consolidated
Cash Flow from the first date of the fiscal quarter in which the Issue
Date occurs to the end of the Companys most recently ended full fiscal
quarter for which internal financial statements are available, taken as
a single accounting period, less 1.5 times the Companys Consolidated
Interest Expense from the first date of the fiscal quarter in which the
Issue Date occurs to the end of the Companys most recently ended full
fiscal quarter for which internal financial statements are available,
taken as a single accounting period (or, if such amount for such period
is a deficit, minus 100% of such deficit); plus(b)
    
    an amount equal to 100% of Capital Stock Sale
Proceeds, less any such Capital Stock Sale Proceeds used in connection
with:
 (i)
    
    an Investment made pursuant to
clause (6) of the definition of Permitted Investments; or(ii)
    
    an Incurrence of Indebtedness
pursuant to Section 4.09(b)(8) hereof; plus
 (c)
    
    to the extent that any Restricted Investment
that was made after the Issue Date is sold for cash or otherwise
liquidated or repaid for cash (except to the extent any such payment or
proceeds are included in the calculation of Consolidated Cash Flow),
the lesser of (i) the cash return of capital with respect to such
Restricted Investment, less the cost of disposition, if any, and (ii)
the initial amount of such Restricted Investment; plus(d)
    
    to the extent that the Board of Directors of
the Company designates any Unrestricted Subsidiary that was designated
as such after the Issue Date as a Restricted Subsidiary, the lesser of
(i) the aggregate fair market value of all Investments owned by the
Company and the Restricted Subsidiaries in such Subsidiary at the time
such Subsidiary was designated as an Unrestricted Subsidiary and (ii)
the then aggregate Fair Market Value of all Investments owned by the
Company and the Restricted Subsidiaries in such Unrestricted
Subsidiary; plus(e)
    
    Cdn$215.0 million.
 (b)
    
    The provisions of paragraph (a) above shall not prohibit:(1)
    
    so long as no Default has occurred and is continuing or would
be caused thereby, the payment of any dividend within 60 days after the date
the dividend is declared, if at that date of declaration such payment would
have complied with the provisions of this Indenture; provided, however, that
such dividend shall be included in the calculation of the amount of Restricted
Payments;
 48




---



##### 



(2)
    
    so long as no Default has occurred and is continuing or would
be caused thereby, the redemption, repurchase, retirement, defeasance or other
acquisition of any Subordinated Indebtedness of the Company or any of its
Restricted Subsidiaries or of any Equity Interests of the Company in exchange
for, or out of the net cash proceeds of the substantially concurrent sale,
other than to a Subsidiary of the Company or an employee stock ownership plan
or to a trust established by the Company or any Subsidiary of the Company for
the benefit of its employees, of, Equity Interests of the Company (other than
Disqualified Stock or Back-to-Back Securities); providedthat the amount of any
such net cash proceeds that are utilized for any such redemption, repurchase,
retirement, defeasance or other acquisition shall be excluded from clause
(a)(3)(b) above;(3)
    
    so long as no Default has occurred and is continuing or would
be caused thereby, the defeasance, redemption, repurchase or other acquisition
of Subordinated Indebtedness of the Company or any of its Restricted
Subsidiaries with the net cash proceeds from an incurrence of Permitted
Refinancing Indebtedness;(4)
    
    any payment by the Company or a Restricted Subsidiary to any
one of the other of them;(5)
    
    so long as no Default has occurred and is continuing or would
be caused thereby, the repurchase, redemption or other acquisition or
retirement for value by the Company of any Equity Interests of the Company held
by any member of the management of the Company or any of its Subsidiaries
pursuant to the Companys stock option plans; provided, however,that the
aggregate price paid for all such repurchased, redeemed, acquired or retired
Equity Interests shall not exceed the sum of (a) US$5.0 million in any fiscal
year (with unused amounts in any fiscal year being permitted to be carried over
to succeeding fiscal years) and (b) the Companys liability under the Companys
stock option plans as of the Issue Date;(6)
    
    payments of any kind made in connection with or in respect of
Back-to-Back Securities; provided, however,that to the extent such payments
shall be made to Affiliates of the Company (other than its Subsidiaries), all
corresponding payments required to be paid by such Affiliates pursuant to the
related Back-to-Back Securities shall be received, immediately prior to or
concurrently with any such payments, by all applicable Quebecor Media Entities;(7)
    
    so long as no Default has occurred and is continuing or would
be caused thereby, any Tax Benefit Transaction;(8)
    
    so long as no Default has occurred and is continuing or would
be caused thereby, management fees or similar expenses payable to shareholders
of the Company in an aggregate amount not to exceed US$2.0 million in any
calendar year;(9)
    
    (a) the payment of any dividend pursuant to the terms of
Disqualified Stock of the Company or Preferred Shares of any of its Restricted
Subsidiaries, provided, that such dividend is included in the Companys
Consolidated Interest Expense; and (b) the
payment of principal at the Stated Maturity of Disqualified Stock of the
Company or Preferred Shares of any of its Restricted Subsidiaries, provided,
that such Disqualified Stock or Preferred Shares was incurred or permitted
to be incurred pursuant to the covenant contained in Section 4.09;(10)
    
    the repurchase by any of the Companys non-Wholly Owned
Restricted Subsidiaries of its previously issued and outstanding Equity
Interests for consideration equal to the Fair Market Value of the repurchased
Equity Interests;
 49




---



##### 



(11)
    
    so long as no Default has occurred and is continuing or would
be caused thereby, other Restricted Payments in an aggregate amount not to
exceed US$50.0 million; and(12)
    
    so long as no Default has occurred and is continuing or would
be caused thereby and the Debt to Cash Flow Ratio is no greater than 5.5 to 1.0
(calculated on a pro formabasis as if such payment, including any related
financing transaction, had occurred at the beginning of the applicable
Measurement Period), the purchase, redemption or other acquisition or
retirement for value, of Equity Interests of the Company held by Caisse de
dépôt et placement du Québec or any of its Affiliates.
   Section 4.11. Liens .
  Section 4.12. Asset Sales .
  (1)
    
    the Company, or the Restricted Subsidiary, as the case may be,
receives consideration at the time of the Asset Sale at least equal to the Fair
Market Value of the assets or Equity Interests issued or sold or otherwise
disposed of; and(2)
    
    at least 75% of the consideration received in such Asset Sale
by the Company or such Restricted Subsidiary is in the form of cash, Cash
Equivalents, Replacement Assets or a combination thereof. For purposes of this
clause (3), each of the following shall be deemed to be cash:
 (a)
    
    any Indebtedness or other liabilities, as shown
on the Companys or such Restricted Subsidiarys most recent balance
sheet, of the Company or any
Restricted Subsidiary (other than contingent liabilities and
Indebtedness that are by their terms subordinated to the Notes), that
are assumed by the transferee of any such assets pursuant to a
written agreement that releases the Company or such Restricted
Subsidiary from further liability with respect to such Indebtedness
or liabilities; and(b)
    
    any securities, notes or other obligations
received by the Company or any such Restricted Subsidiary from such
transferee that are converted within 90 days of
 50




---



##### 



the applicable Asset Sale by the Company or such Restricted
Subsidiary into cash, to the extent of the cash received in such
conversion.
 [Reserved]
  (1)
    
    (a) to permanently repay or reduce Indebtedness, other than
Subordinated Indebtedness, of the Company and, if the Indebtedness repaid is
revolving credit Indebtedness, to correspondingly reduce commitments with
respect thereto; or (b) to permanently repay or reduce Indebtedness of any of
the Companys Restricted Subsidiaries;(2)
    
    to acquire, or enter into a binding agreement to acquire, all
or substantially all of the assets (other than cash, Cash Equivalents and
securities) of any Person engaged in a Permitted Business; provided, however,
that any such commitment shall be subject only to customary conditions (other
than financing), and such acquisition shall be consummated no later than 180
days after the end of such 360-day period;(3)
    
    to acquire, or enter into a binding agreement to acquire,
Voting Stock of a Person engaged in a Permitted Business from a Person that is
not a Subsidiary of the Company; provided, however,that such commitment shall
be subject only to customary conditions (other than financing) and such
acquisition shall be consummated no later than 180 days after the end of such
360-day period; and provided, further, however, that (a) if the Net Proceeds
are from the sale of assets of the Company or any of its Restricted
Subsidiaries or the Equity Interests of any of its Restricted Subsidiaries,
after giving effect thereto, the Person so acquired becomes a Restricted
Subsidiary and (b) such acquisition is otherwise made in accordance with this
Indenture, including, without limitation, Section 4.10 hereof;(4)
    
    to acquire, or enter into a binding agreement to acquire,
previously issued and outstanding Voting Stock of a non-Wholly Owned Restricted
Subsidiary of the Company (a) from a Person that is not an Affiliate of the
Company or (b) in a brokered transaction through the facilities of a stock
exchange; provided, however, that such commitment shall be subject only to
customary conditions (other than financing) and such acquisition shall be
consummated no later than 180 days after the end of such 360-day period;(5)
    
    to make capital expenditures; or(6)
    
    to acquire, or enter into a binding agreement to acquire, other
long-term assets (other than securities) that are used or useful in a Permitted
Business; provided, however,that such commitment shall be subject only to
customary conditions (other than financing) and such acquisition shall be
consummated no later than 180 days after the end of such 360-day period.
   Asset Sale Offer pari passu
 51




---



##### 



pari passu pari
passu pari passu pari passu pro rata pari passu
  Section 4.13. Dividend and Other Payment Restrictions Affecting
Subsidiaries .
  (1)
    
    pay dividends or make any other distributions on its Equity
Interests to the Company or any other Restricted Subsidiary, or with respect to
any other interest or participation in, or measured by, its profits, or pay any
liabilities owed to the Company or any other Restricted Subsidiary;(2)
    
    make loans or advances, or guarantee any such loans or
advances, to the Company or any other Restricted Subsidiary; or(3)
    
    transfer any of its properties or assets to the Company or any
other Restricted Subsidiary.
  (1)
    
    agreements governing Existing Indebtedness and Credit
Facilities as in effect on the Issue Date and any amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or
refinancings thereof; provided, however, that such amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacement or
refinancings are not materially more restrictive, taken as a whole, with
respect to such dividend and other payment restrictions than those contained in
such Existing Indebtedness and Credit Facilities, as in effect on the Issue
Date; provided, further, however, that if such Existing Indebtedness or Credit
Facility could not be amended, modified, restated, renewed, increased,
supplemented, refunded, replaced or refinanced on commercially reasonable terms
without the inclusion of dividend and other
payment restrictions that are materially more restrictive than those
contained in such Existing Indebtedness or Credit Facility (as determined in
good faith by the Board of Directors of the Company), the Company or its
Restricted Subsidiary may amend, modify, restate, renew, increase,
supplement, refund, replace or refinance such Existing Indebtedness or
Credit Facility, provided, that the dividend and other payment restrictions
contained therein will not materially impair the Companys ability to make
payments on the Notes (as determined in good faith by the Board of Directors
of the Company);
 52




---



##### 



(2)
    
    this Indenture and the Notes;(3)
    
    applicable law or any applicable rule, regulation or order, or
under the terms of any permit or license issued under applicable law or any
applicable rule, regulation or order;(4)
    
    any instrument governing Indebtedness or Capital Stock of a
Person acquired by the Company or any Restricted Subsidiary as in effect at the
time of such acquisition (except to the extent such Indebtedness or Capital
Stock was Incurred or issued in connection with or in contemplation of such
acquisition), which encumbrance or restriction is not applicable to any Person,
or the properties or assets of any Person, other than the Person, or the
property or assets of the Person, so acquired; provided, however, that, in the
case of Indebtedness, such Indebtedness was permitted by the terms of this
Indenture to be Incurred at the time of such acquisition;(5)
    
    customary non-assignment provisions in leases or other
agreements that restrict the assignment of such agreements or rights or
non-cash assets thereunder, including, without limitation, customary
restrictions imposed on the transfer of intellectual property, in each case
entered into in the ordinary course of business;(6)
    
    purchase money obligations for property acquired in the
ordinary course of business that impose restrictions on the property so
acquired of the nature described in clause (3) of paragraph (a) above;(7)
    
    any agreement for the sale or other disposition of a Restricted
Subsidiary that restricts distributions by such Restricted Subsidiary pending
its sale or other disposition;(8)
    
    Permitted Refinancing Indebtedness; provided, however, that the
dividend and other payment restrictions contained in the agreements governing
such Permitted Refinancing Indebtedness are not materially more restrictive,
taken as a whole, than those contained in the agreements governing the
Indebtedness being refinanced; provided, further, however, that if such
Permitted Refinancing Indebtedness could not be entered into on commercially
reasonable terms without the inclusion of dividend and other payment
restrictions that are materially more restrictive than those contained in the
existing Indebtedness (as determined in good faith by the Board of Directors of
the Company), the Company or its Restricted Subsidiary may enter into such
Permitted Refinancing Indebtedness, provided, that the dividend and other
payment restrictions contained therein will not materially impair the Companys
ability to make payments on the Notes (as determined in good faith by the Board
of Directors of the Company);(9)
    
    Liens securing Indebtedness that is permitted to be secured
without also securing the Notes pursuant to Section 4.11 hereof that limit the
right of the debtor to dispose of the assets subject to any such Lien;(10)
    
    provisions with respect to the disposition or distribution of
assets or property in asset sale agreements, stock sale agreements and other
similar agreements entered into in the ordinary course of business;(11)
    
    customary provisions in joint venture agreements, shareholders
agreements and other similar agreements entered into in the ordinary course of
business;(12)
    
    customary restrictions imposed by customers under contracts
entered into in the ordinary course of business;(13)
    
    Non-Recourse Accounts Receivable Entity Indebtedness or other
contractual requirements of an Accounts Receivable Entity in connection with a
Qualified
 53




---



##### 



Receivables Transaction; providedthat such restrictions apply only to such
Accounts Receivables Entity or the receivables which are subject to the
Qualified Receivables Transaction; and(14)
    
    any Indebtedness or any agreement pursuant to which such
Indebtedness was issued if (a) the encumbrance or restriction applies only upon
a payment or financial covenant default or event of default contained in such
Indebtedness or agreement, (b) such encumbrance or restriction is not
materially more disadvantageous to the Holders than is customary in comparable
financings (as determined in good faith by the Board of Directors of the
Company) and (c) such encumbrance or restriction will not materially impair the
Companys ability to make payments on the Notes (as determined in good faith by
the Board of Directors of the Company).
 Section 4.14. Transactions with Affiliates .
 Affiliate Transaction
 (1)
    
    such Affiliate Transaction is on terms that are no less
favorable to the Company or the relevant Restricted Subsidiary than those that
would have been obtained in a comparable arms length transaction by the
Company or such Restricted Subsidiary with an unrelated Person; and(2)
    
    the Company delivers to the Trustee with respect to any
Affiliate Transaction or series of related Affiliate Transactions involving
aggregate consideration in excess of US$40.0 million:
 (i)
    
    a Board Resolution of the Company set forth in
an Officers Certificate stating that such Affiliate Transaction or
series of related Affiliate Transactions has been approved by a
majority of the disinterested members of the Board of Directors of the
Company; or(ii)
    
    an opinion as to the fairness to the Company or
such Restricted Subsidiary of such Affiliate Transaction or series of
related Affiliate Transactions from a financial point of view issued by
an independent accounting, appraisal or investment banking firm of
national standing in the United States or Canada.
  (1)
    
    payments pursuant to any employment agreement, collective
bargaining agreement, employee benefit plan or other compensation, indemnity,
incentive or similar arrangement entered into by the Company or any of its
Restricted Subsidiaries in the
ordinary course of business, which represent customary and reasonable
consideration (as determined in good faith by the Board of Directors of the
Company);(2)
    
    transactions between or among the Company and/or the Restricted
Subsidiaries;(3)
    
    transactions with a Person that is an Affiliate of the Company
solely because the Company owns an Equity Interest in such Person, provided
such transactions are on terms that are no less favorable to the Company or the
relevant Restricted Subsidiary than
 54




---



##### 



those that would have been obtained in a comparable arms length transaction
by the Company or such Restricted Subsidiary with an unrelated Person;(4)
    
    payment of reasonable directors fees to Persons who are not
otherwise Affiliates of the Company;(5)
    
    sales of Equity Interests of the Company, other than
Disqualified Stock or Back-to-Back Securities, to Affiliates of the Company;(6)
    
    any agreement or arrangement as in effect on the Issue Date or
any amendment thereto or any transaction contemplated thereby, including
pursuant to any amendment thereto, in any replacement agreement or arrangement
thereto so long as any such amendment or replacement agreement or arrangement
is not more disadvantageous to the Company or the Restricted Subsidiaries, as
the case may be, in any material respect than the original agreement as in
effect on the Issue Date;(7)
    
    Restricted Payments that are permitted by the provisions of
Section 4.10 hereof;(8)
    
    Permitted Investments;(9)
    
    Transactions effected as part of a Qualified Receivables
Transaction; and(10)
    
    any Tax Benefit Transaction.
 Section 4.15. [Reserved]
 Section 4.16. [Reserved]
 Section 4.17. Designation of Restricted and Unrestricted Subsidiaries
  (1)
    
    has no Indebtedness other than Non-Recourse Debt;(2)
    
    does not own any Equity Interest of any Restricted Subsidiary,
or hold any Liens on any property of the Company or any of its Restricted
Subsidiaries;(3)
    
    is not party to any agreement, contract, arrangement or
understanding with the Company or any Restricted Subsidiary unless the terms of
any such agreement, contract, arrangement or understanding are no less
favorable to the Company or such Restricted Subsidiary than those that might be
obtained at the time from Persons who are not Affiliates of the Company;(4)
    
    is a Person with respect to which neither the Company nor any
Restricted Subsidiary has any direct or indirect obligation (a) to subscribe
for additional Equity Interests or (b) to
maintain or preserve such Persons financial condition or to cause such
Person to achieve any specified levels of operating results;(5)
    
    has not guaranteed or otherwise directly or indirectly provided
credit support for any Indebtedness of the Company or any Restricted
Subsidiary;(6)
    
    has at least one director on its Board of Directors that is not
a director or executive officer of the Company or any Restricted Subsidiary and
has at least one executive officer that is not a director or executive officer
of the Company or any Restricted Subsidiary; and
 55




---



##### 



provided, however, pro forma
 Section 4.18. Repurchase at the Option of Holders Upon a Change of Control .
 Change of Control Offer Change of
Control Amount
  Section 4.19. [Reserved]
 Section 4.20. Additional Amounts
  56




---



##### 



(1)
    
    make such withholding or deduction;(2)
    
    remit the full amount deducted or withheld to the relevant
government authority in accordance with applicable law;(3)
    
    pay such additional amounts (Additional Amounts) as may be
necessary so that the net amount received by each holder after this withholding
or deduction (including any deduction or withholding for Additional Amounts)
will not be less than the amount the holder would have received if such Taxes
had not been withheld or deducted;(4)
    
    furnish to the Holders, within 30 days after the date the
payment of any Taxes is due, certified copies of tax receipts evidencing such
payment by the Company;(5)
    
    indemnify and hold harmless each Holder (other than an Excluded
Holder, as defined in paragraph (b) below) for the amount of (a) any Taxes paid
by each such Holder as a result of payments made on or with respect to the
Notes, (b) any liability (including penalties, interest and expenses) arising
from or with respect to such payments and (c) any Taxes imposed with respect to
any reimbursement under the foregoing clauses (a) or (b), but excluding any
such Taxes that are in the nature of Taxes on net income, taxes on capital,
franchise taxes, net worth taxes and similar taxes; and(6)
    
    at least 30 days prior to each date on which any payment under
or with respect to the Notes is due and payable, if the Company becomes
obligated to pay Additional Amounts with respect to such payment, deliver to
the Trustee an Officers Certificate stating the amounts so payable and such
other information necessary to enable the Trustee to pay such Additional
Amounts to Holders on the payment date.
 Income Tax Act
 Excluded Holder
 (1)
    
    with which the Company does not deal at arms-length, within
the meaning of the Income Tax Act(Canada), at the time of making such payment;(2)
    
    which is subject to such Taxes by reason of its being connected
with Canada or any province or territory thereof otherwise than by the mere
acquisition, holding or disposition of Notes or the receipt of payments
thereunder or enforcement of rights thereunder; or(3)
    
    if such Holder waives its right to receive Additional Amounts.
   57




---



##### 



mutatis mutandis
 ARTICLE 5.
 SUCCESSORS
 Section 5.01. Merger, Consolidation and Sale of Assets of the Company .
  (1)
    
    either (a) the Company is the surviving corporation, or (b) the
Person formed by or surviving any such consolidation, merger or amalgamation
(if other than the Company) or to which such sale, assignment, transfer,
conveyance or other disposition shall have been made (the Surviving Company)
is a corporation organized or existing under the laws of the United States, any
state of the United States, the District of Columbia, Canada or any province or
territory of Canada;(2)
    
    the Surviving Company expressly assumes all the obligations of
the Company under the Notes, this Indenture and, if applicable, any
Registration Rights Agreements, pursuant to agreements reasonably satisfactory
to the Trustee;(3)
    
    immediately after giving effect to such transaction no Default
or Event of Default exists; and(4)
    
    the Company or the Surviving Company shall, on the date of such
transaction after giving pro formaeffect thereto and any related financing
transactions as if the same had occurred at the beginning of the applicable
fiscal quarter, be permitted to Incur at least US$1.00 of additional
Indebtedness pursuant to the Debt to Cash Flow Ratio test set forth in Section
4.09(a) hereof.
 [Reserved]
  Section 5.02. Successor Corporation Substituted .
 provided, however,
   58




---



##### 



ARTICLE 6.
 DEFAULTS AND REMEDIES
 Section 6.01. Events of Default
       (a)
    
    is caused by a failure to pay principal of, or
interest or premium, if any, on, such Indebtedness when due at the
final maturity of such Indebtedness (a Payment Default); or(b)
    
    results in the acceleration of such
Indebtedness prior to its Stated Maturity,
       59




---



##### 



Section 6.02. Acceleration .
 Acceleration Notice
   60




---



##### 



Section 6.03. Other Remedies .
   Section 6.04. Waiver of Past Defaults .
  Section 6.05. Control by Majority .
 provided, however,
 61




---



##### 



Section 6.06. Limitation on Suits .
       Section 6.07. Rights of Holders to Receive Payment .
  Section 6.08. Collection Suit by Trustee .
  Section 6.09. Trustee May File Proofs of Claim
  62




---



##### 



Section 6.10. Priorities .
  First:
 Second:
 Third:
   Section 6.11. Undertaking for Costs .
  ARTICLE 7.
 TRUSTEE
 Section 7.01. Duties of Trustee .
    63




---



##### 



Section 7.02. Rights of Trustee .
   64




---



##### 



Section 7.03. Individual Rights of Trustee .
  Section 7.04. Trustees Disclaimer .
  Section 7.05. Notice of Defaults .
  65




---



##### 



Section 7.06. Reports by Trustee to Holders .
   Section 7.07. Compensation and Indemnity .
  losses
    66




---



##### 



Section 7.08. Replacement of Trustee .
          provided, however;
 Section 7.09. Successor Trustee by Merger, etc
  Section 7.10. Eligibility; Disqualification .
  67




---



##### 



Section 7.11. Preferential Collection of Claims Against Company .
  ARTICLE 8.
 LEGAL DEFEASANCE AND COVENANT DEFEASANCE
 Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasanc .
  Section 8.02. Legal Defeasance and Discharge .
 Legal Defeasance
 Section 8.03. Covenant Defeasance .
 Covenant Defeasance
 68




---



##### 



Section 8.04. Conditions to Legal or Covenant Defeasance .
      st
  69




---



##### 



Section 8.05.Deposited Cash and Government Securities to be Held in Trust; Other Miscellaneous
Provisions.
 Trustee
   Section 8.06. Repayment to Company .
 provided, however The New York Times The Wall Street Journal
 70




---



##### 



Section 8.07. Reinstatement
 provided, however
 ARTICLE 9.
 AMENDMENT, SUPPLEMENT AND WAIVER
 Section 9.01. Without Consent of Holders of Notes .
   provided
 provided, however
      71




---



##### 



Section 9.02. With Consent of Holders of Notes .
              provided
 72




---



##### 



Section 9.03. Compliance with Trust Indenture Act .
  Section 9.04. Revocation and Effect of Consents .
  Section 9.05. Notation on or Exchange of Notes .
   Section 9.06. Trustee to Sign Amendments, etc.
  73




---



##### 



ARTICLE 10.
 SATISFACTION AND DISCHARGE
 Section 10.01. Satisfaction and Discharge .
         Section 10.02. Deposited Cash and Government Securities to be Held in Trust; Other Miscellaneous Provisions.
 Trustee
 Section 10.03. Repayment to Company
  74




---



##### 



provided, however The New York Times The Wall Street Journal
 ARTICLE 11.
 MISCELLANEOUS
 Section 11.01. Trust Indenture Act Controls .
  Section 11.02. Notices .
   
  
  
  75




---



##### 



Section 11.03. Communication by Holders of Notes with Other Holders of Notes .
  Section 11.04. Certificate and Opinion as to Conditions Precedent .
    Section 11.05. Statements Required in Certificate or Opinion .
     76




---



##### 



Section 11.06. Rules by Trustee and Agents .
  Section 11.07. No Personal Liability of Directors, Officers, Employees and
Shareholders .
  Section 11.08. Governing Law .
  Section 11.09. No Adverse Interpretation of Other Agreements .
  Section 11.10. Successors .
  Section 11.11. Severability .
  Section 11.12. Consent to Jurisdiction and Service of Process
   77




---



##### 



Section 11.13. Conversion of Currency .
  judgment
currency Base Currency
      78




---



##### 



Section 11.14. Currency Equivalent
 First Currency
 Section 11.15. Counterpart Originals
  Section 11.16. Table of Contents, Headings, etc
  Section 11.17. Qualification of this Indenture
  79




---



##### 



80




---



##### 



Company:QUEBECOR MEDIA INC.By:
    
    /s/ Mark DSouzaName: Mark DSouzaTitle: Vice President, Finance
 81




---



##### 



Trustee:U.S. BANK NATIONAL ASSOCIATIONBy:
    
    /s/ Holly PattisonName: Holly PattisonTitle: Vice President
 82




---



##### 



EXHIBIT A
  73/4% SENIOR NOTES DUE MARCH 15, 2016
 CUSIP 
ISINNo.___
    
    US$
 QUEBECOR MEDIA INC.
 
    QUEBECOR MEDIA INC.By:Name:Title: 
 
 By:Authorized SignatoryDated , 2006
 A-1




---



##### 



3 4
   [ If this note is a global note, insert :]
  A-2




---



##### 



Interest Company Interest Payment Date provided, however provided further Interest
Act
 Method of Payment provided however
 Paying Agent and Registrar
 Indenture Indenture
 Optional Redemption
  A-3




---



##### 



Redemption Year
    
    Percentage2011
    
    
    103.875
    %2012
    
    
    102.583
    %2013
    
    
    101.292
    %2014 and thereafter
    
    
    100.000
    %
 provided, however
 plus plus
 provided provided, further
  Mandatory Redemption
 Offer to Repurchase at Option of Holder
   A-4




---



##### 



pro rata
 Notice of Redemption
 Denominations, Transfer, Exchange
 Persons Deemed Owners
 Amendment, Supplement and Waiver provided provided, however
 A-5




---



##### 



Defaults and Remedies Payment Default
  Trustee Dealings with Company
 No Recourse Against Others
 Authentication
 Abbreviations
 A-6




---



##### 



Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes
 CUSIP Numbers
  Governing Law
 A-7




---



##### 



Option of Holder to Elect to Accept Offer to Purchase
  o
    
    Section 4.12o
    
    Section 4.18
 
 Date:
    
    Your Signature:(Sign exactly as your name appears on the face of this Note)Tax Identification No.:SIGNATURE GUARANTEE:Signatures must be guaranteed by an eligible
guarantor institution meeting the requirements of
the Registrar, which requirements include membership
or participation in the Security Transfer Agent
Medallion Program (STAMP) or such other signature
guarantee program as may be determined by the
Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended.
 A-8




---



##### 



Assignment Form
   
  
 
 
 
  and
irrevocably appointas agent to transfer this Note on the books of the Company. The agent may substitute another to
act for him.
 
 Date:Your Signature:(Sign exactly as your name appears on the
face of this Note)
 Signature Guarantee:Signatures must be guaranteed by an eligible
guarantor institution meeting the requirements of
the Registrar, which requirements include membership
or participation in the Security Transfer Agent
Medallion Program (STAMP) or such other signature
guarantee program as may be determined by the
Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended.
 A-9




---



##### 



Principal AmountAmount of
    
    
    
    of this Global Note
    
    Signature ofdecrease in
    
    Amount of increase
    
    following such
    
    authorized signatoryPrincipal Amount
    
    in Principal Amount
    
    decrease (or
    
    of Trustee orDate of Exchange
    
    of this Global Note
    
    of this Global Note
    
    increase)
    
    Note Custodian
 A-10




---



##### 



EXHIBIT B
 FORM OF CERTIFICATE OF TRANSFER
 
 [  ]   [  ]
 73/4% Senior Notes due March 15, 2016
  Transferor  Transfer   Transferee
 [CHECK ALL THAT APPLY]
 o Securities Act
 o
 B-1




---



##### 



o
 o
  o
  o
  o
 o
 o Check if Transfer is pursuant to Rule 144
 o Check if Transfer is Pursuant to Regulation S
 B-2




---



##### 



o Check if Transfer is Pursuant to Other Exemption
  [Insert Name of Transferor]By:Name:Title: Dated:
 B-3




---



##### 



1.
    
    The Transferor owns and proposes to transfer the following:[CHECK ONE OF (a) OR (b)](a)
    
    o
    
    a beneficial interest in the:(i)
    
    o
    
    144A Global Note (CUSIP ), or(ii)
    
    o
    
    Regulation S Global Note (CUSIP ); or(b)
    
    o
    
    a Restricted Definitive Note.2.
    
    After the Transfer the Transferee will hold:[CHECK ONE OF (a), (b) OR (c)](a)
    
    o
    
    a beneficial interest in the:(i)
    
    o
    
    144A Global Note (CUSIP ), or(ii)
    
    o
    
    Regulation S Global Note (CUSIP ), or(iii)
    
    o
    
    Unrestricted Global Note (CUSIP ); or(b)
    
    o
    
    a Restricted Definitive Note; or(c)
    
    o
    
    an Unrestricted Definitive Note,in accordance with the terms of the Indenture.
 B-4




---



##### 



EXHIBIT C
 FORM OF CERTIFICATE OF EXCHANGE
 
 [  ]   [  ]
 73/4% Senior Notes due March 15, 2016
  Owner  Exchange
  o Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial
interest in an Unrestricted Global Note Securities Act
 o Check if Exchange is from beneficial interest in a Restricted Global Note to
Unrestricted Definitive Note
 o Check if Exchange is from Restricted Definitive Note to beneficial interest in an
Unrestricted Global Note
 C-1




---



##### 



o Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note
  o Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted
Definitive Note
 o Check if Exchange is from Restricted Definitive Note to beneficial interest in a
Restricted Global Note
 C-2




---



##### 



[Insert Name of Transferor]By:Name:Title: Dated:
 C-3




---



##### 



EXHIBIT D
 FORM OF CERTIFICATE FROM
ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
 
 [   ]   [  ]
 73/4% Senior Notes due March 15, 2016
  
 o
 o
  Securities Act
  D-1




---



##### 



[Insert Name of Transferor]By:Name:Title: Dated:
 D-2




---



##### 



EXHIBIT E
 FORM OF SUBORDINATION AGREEMENT
  To: U.S. Bank National Association, for itself and as trustee under the Indenture referred to below for the holders of the Notes (the
Trustee)
  Interpretation
 Cash, Property or Securities
 payment in full
 Representative
 Senior Indebtedness
 Agreement Entered into Pursuant to Indenture 3 4
 Subordination
 Agreement to Subordinate
 E-1




---



##### 



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 any amount
owing in respect of the Subordinated Security (including, without
limitation, principal, interest, premium, redemption or retraction
amount, or dividend);(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 absolutely to the holders of Senior
Indebtedness (equally and ratably among the holders of Senior
Indebtedness) 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 Trustee and/or other
Representative on behalf of the holders of Senior Indebtedness, 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 shall be paid over to the Trustee and/or other
Representative on behalf of the holders of Senior Indebtedness
(equally and ratably among the holders of Senior Indebtedness), as
their interests may appear, for application to the payment of all
Senior Indebtedness until all Senior Indebtedness shall have been
paid in full after giving effect to any concurrent payment or
distribution to the holders of Senior Indebtedness 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 Trustee,
the Holder shall file such claims and proofs of claim in respect of the
Subordinated Security and execute and deliver such powers of attorney,
assignments and proofs of claim or proxies as may be directed by the
Trustee to enable it to exercise in the sole discretion of the Trustee any
and all voting rights attributable to the Subordinated Security 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 Security 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 Security, and (2)
whether or not the Trustee
 E-2




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shall take the action described in clause (1) above, the Trustee shall
nevertheless be deemed to have such powers of attorney as may be necessary
to enable the Trustee 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.
 Relative Rights
 (i)
    
    impair, as between the Obligor and the Holder, the
obligation of the Obligor, which is absolute and unconditional, to make
the payments required by the Subordinated Security in accordance with its
terms; or(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(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 or obligation evidenced by the
Subordinated Security 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 Trustee,
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 Trustee may have or be otherwise charged with. Neither the
subordination of the Subordinated Security 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 or obligation
evidenced by the Subordinated Security 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 or obligation
evidenced by the Subordinated Security except to the extent payment of
such indebtedness or obligation is permitted and will not assign or
otherwise dispose of the Subordinated Security or the indebtedness or
obligation 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
 E-3




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Enforceability
 Miscellaneous
        E-4




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[OBLIGOR]ByName:Title: [HOLDER]ByName:Title: E-5




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TABLE OF CONTENTS
 PageARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE
    
    1Section 1.01.
    
    Definitions
    
    1Section 1.02.
    
    Other Definitions
    
    23Section 1.03.
    
    Incorporation by Reference of Trust Indenture Act
    
    23Section 1.04.
    
    Rules of Construction
    
    24ARTICLE 2. THE NOTES
    
    24Section 2.01.
    
    Form and Dating
    
    24Section 2.02.
    
    Execution and Authentication
    
    25Section 2.03.
    
    Registrar and Paying Agent
    
    25Section 2.04.
    
    Paying Agent to Hold Money in Trust
    
    26Section 2.05.
    
    Holder Lists
    
    26Section 2.06.
    
    Transfer and Exchange
    
    26Section 2.07.
    
    Replacement Notes
    
    36Section 2.08.
    
    Outstanding Notes
    
    36Section 2.09.
    
    Treasury Notes
    
    36Section 2.10.
    
    Temporary Notes
    
    37Section 2.11.
    
    Cancellation
    
    37Section 2.12.
    
    Defaulted Interest
    
    37Section 2.13.
    
    CUSIP or ISIN Numbers
    
    37Section 2.14.
    
    Special Interest
    
    37Section 2.15.
    
    Issuance of Additional Notes
    
    38ARTICLE 3. REDEMPTION AND PREPAYMENT
    
    38Section 3.01.
    
    Notices to Trustee
    
    38Section 3.02.
    
    Selection of Notes to Be Redeemed
    
    38Section 3.03.
    
    Notice of Redemption
    
    39Section 3.04.
    
    Effect of Notice of Redemption
    
    39Section 3.05.
    
    Deposit of Redemption Price
    
    39Section 3.06.
    
    Notes Redeemed in Part
    
    40Section 3.07.
    
    Optional Redemption
    
    40Section 3.08.
    
    Mandatory Redemption
    
    41Section 3.09.
    
    Offers To Purchase
    
    41ARTICLE 4. COVENANTS
    
    43Section 4.01.
    
    Payment of Notes
    
    43Section 4.02.
    
    Maintenance of Office or Agency
    
    43
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TABLE OF CONTENTS
(continued)
 PageSection 4.03.
    
    Reports
    
    43Section 4.04.
    
    Compliance Certificate
    
    44Section 4.05.
    
    Taxes
    
    44Section 4.06.
    
    [Reserved.]
    
    44Section 4.07.
    
    Corporate Existence
    
    44Section 4.08.
    
    Payments for Consent
    
    45Section 4.09.
    
    Incurrence of Indebtedness and Issuance of Preferred Shares
    
    45Section 4.10.
    
    Restricted Payments
    
    47Section 4.11.
    
    Liens
    
    50Section 4.12.
    
    Asset Sales
    
    50Section 4.13.
    
    Dividend and Other Payment Restrictions Affecting Subsidiaries
    
    52Section 4.14.
    
    Transactions with Affiliates
    
    54Section 4.15.
    
    [Reserved]
    
    55Section 4.16.
    
    [Reserved]
    
    55Section 4.17.
    
    Designation of Restricted and Unrestricted Subsidiaries
    
    55Section 4.18.
    
    Repurchase at the Option of Holders Upon a Change of Control
    
    56Section 4.19.
    
    [Reserved]
    
    56Section 4.20.
    
    Additional Amounts
    
    56ARTICLE 5. SUCCESSORS
    
    58Section 5.01.
    
    Merger, Consolidation and Sale of Assets of the Company
    
    58Section 5.02.
    
    Successor Corporation Substituted
    
    58ARTICLE 6. DEFAULTS AND REMEDIES
    
    59Section 6.01.
    
    Events of Default
    
    59Section 6.02.
    
    Acceleration
    
    60Section 6.03.
    
    Other Remedies
    
    61Section 6.04.
    
    Waiver of Past Defaults
    
    61Section 6.05.
    
    Control by Majority
    
    61Section 6.06.
    
    Limitation on Suits
    
    62Section 6.07.
    
    Rights of Holders to Receive Payment
    
    62Section 6.08.
    
    Collection Suit by Trustee
    
    62Section 6.09.
    
    Trustee May File Proofs of Claim
    
    62Section 6.10.
    
    Priorities
    
    63Section 6.11.
    
    Undertaking for Costs
    
    63ARTICLE 7. TRUSTEE
    
    63
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TABLE OF CONTENTS
(continued)
 PageSection 7.01.
    
    Duties of Trustee
    
    63Section 7.02.
    
    Rights of Trustee
    
    64Section 7.03.
    
    Individual Rights of Trustee
    
    65Section 7.04.
    
    Trustees Disclaimer
    
    65Section 7.05.
    
    Notice of Defaults
    
    65Section 7.06.
    
    Reports by Trustee to Holders
    
    66Section 7.07.
    
    Compensation and Indemnity
    
    66Section 7.08.
    
    Replacement of Trustee
    
    67Section 7.09.
    
    Successor Trustee by Merger, etc.
    
    67Section 7.10.
    
    Eligibility; Disqualification
    
    67Section 7.11.
    
    Preferential Collection of Claims Against Company
    
    68ARTICLE 8. LEGAL DEFEASANCE AND COVENANT DEFEASANCE
    
    68Section 8.01.
    
    Option to Effect Legal Defeasance or Covenant Defeasance
    
    68Section 8.02.
    
    Legal Defeasance and Discharge
    
    68Section 8.03.
    
    Covenant Defeasance
    
    68Section 8.04.
    
    Conditions to Legal or Covenant Defeasance
    
    69Section 8.05.
    
    Deposited Cash and
Government Securities to be Held in Trust; Other Miscellaneous Provisions
    
    70Section 8.06.
    
    Repayment to Company
    
    70Section 8.07.
    
    Reinstatement
    
    71ARTICLE 9. AMENDMENT, SUPPLEMENT AND WAIVER
    
    71Section 9.01.
    
    Without Consent of Holders of Notes
    
    71Section 9.02.
    
    With Consent of Holders of Notes
    
    72Section 9.03.
    
    Compliance with Trust Indenture Act
    
    73Section 9.04.
    
    Revocation and Effect of Consents
    
    73Section 9.05.
    
    Notation on or Exchange of Notes
    
    73Section 9.06.
    
    Trustee to Sign Amendments, etc.
    
    73ARTICLE 10. SATISFACTION AND DISCHARGE
    
    74Section 10.01.
    
    Satisfaction and Discharge
    
    74Section 10.02.
    
    Deposited Cash and Government
Securities to be Held in Trust; Other  Miscellaneous Provisions
    
    74Section 10.03.
    
    Repayment to Company
    
    74ARTICLE 11. MISCELLANEOUS
    
    75Section 11.01.
    
    Trust Indenture Act Controls
    
    75Section 11.02.
    
    Notices
    
    75
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TABLE OF CONTENTS
(continued)
 PageSection 11.03.
    
    Communication by Holders of Notes with Other Holders of Notes
    
    76Section 11.04.
    
    Certificate and Opinion as to Conditions Precedent
    
    76Section 11.05.
    
    Statements Required in Certificate or Opinion
    
    76Section 11.06.
    
    Rules by Trustee and Agents
    
    77Section 11.07.
    
    No Personal Liability of
Directors, Officers, Employees and Shareholders
    
    77Section 11.08.
    
    Governing Law
    
    77Section 11.09.
    
    No Adverse Interpretation of Other Agreements
    
    77Section 11.10.
    
    Successors
    
    77Section 11.11.
    
    Severability
    
    77Section 11.12.
    
    Consent to Jurisdiction and Service of Process
    
    77Section 11.13.
    
    Conversion of Currency
    
    78Section 11.14.
    
    Currency Equivalent
    
    79Section 11.15.
    
    Counterpart Originals
    
    79Section 11.16.
    
    Table of Contents, Headings, etc.
    
    79Section 11.17.
    
    Qualification of this Indenture
    
    79
 EXHIBIT A 1(Face of Note) 173/4% SENIOR NOTES DUE MARCH 15, 2016
    
    1QUEBECOR MEDIA INC.
    
    1(Back of Note) 273/4% SENIOR NOTES DUE MARCH 15, 2016
    
    2Option of Holder to Elect to Accept Offer to Purchase
    
    8Assignment Form
      9(Insert assignees social security or other tax I.D. no.)
    
    9(Print or type assignees name, address and zip code)
    
    9SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE
    
    10EXHIBIT B

    1FORM OF CERTIFICATE OF TRANSFER
    
    1[CHECK ALL THAT APPLY]
    
    1or
    2or
    2or
    2ANNEX A TO CERTIFICATE OF TRANSFER
    
    4[CHECK ONE OF (a) OR (b)]
    
    4
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TABLE OF CONTENTS
(continued)
 Page[CHECK ONE OF (a), (b) OR (c)]
    
    4EXHIBIT C 1FORM OF CERTIFICATE OF EXCHANGE
    
    1EXHIBIT D 1FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
    
    11.
    
    
    
    Interpretation.
    
    12.
    
    
    
    Agreement Entered into Pursuant
to Indenture. The Obligor and the Holder are entering into
this Agreement pursuant to the provisions of the Indenture, dated as
of January 17, 2006 (the Indenture; capitalized terms
used herein without definition having the meanings set forth therein)
between  Quebecor Media and the Trustee. Pursuant to the Indenture,
Quebecor Media has issued 73/4% Senior Notes due March 15, 2016 of Quebecor Media
    
    13.
    
    
    
    Subordination.  The
indebtedness or obligation represented by the Subordinated Security
shall be subordinated as follows:
    
    14.
    
    
    
    Enforceability.  Each of the
Obligor and the Holder represents and warrants that this Agreement
has been duly authorized, executed and delivered by each of the
Obligor and the Holder and constitutes a valid and legally binding
obligation of each of the Obligor and the Holder, enforceable in
accordance with its terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors rights
and to general equity principles; and that, in the case of a
Subordinated Security made or issued by Quebecor Media, on the date
hereof, the Holder shall deliver an opinion or opinions of counsel to
such effect to the Trustee for the benefit of the holders of the
Senior Indebtedness under the Indenture
    
    45.
    
    
    
    Miscellaneous
    
    4
 
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TIA Section
    
    IndentureReference
    
    Section310(a)(1)
    
    7.10(a)(2)
    
    7.10(a)(3)
    
    N.A.(a)(4)
    
    N.A.(a)(5)
    
    7.10(b)
    
    7.08, 7.10(c)
    
    N.A.311(a)
    
    7.11(b)
    
    7.11(c)
    
    N.A.312(a)
    
    2.05(b)
    
    11.03(c)
    
    11.03313(a)
    
    7.06(b)(1)
    
    N.A.(b)(2)
    
    7.06, 7.07(c)
    
    7.06, 11.02(d)
    
    7.06314(a)
    
    4.03, 4.04, 11.02(b)
    
    N.A.(c)(1)
    
    12.04(c)(2)
    
    12.04(c)(3)
    
    N.A.(d)
    
    N.A.(e)
    
    11.05315(a)
    
    7.01(b)
    
    7.05, 11.02(c)
    
    7.01(d)
    
    7.01(e)
    
    6.11316(a) (last sentence)
    
    2.09(a)(1)(A)
    
    6.05(a)(1)(B)
    
    6.04(a)(2)
    
    N.A.(b)
    
    6.07317(a)(1)
    
    6.08(a)(2)
    
    6.09(b)
    
    2.04318(a)
    
    11.01