**Exhibit 4.14**

 

###### **SUBORDINATED LOAN AGREEMENT**

 

between

 

**CF CABLE TV INC.**

 

(As Borrower)

 

and

 

**QUEBECOR MEDIA INC.**

 

(As Lender)

###### ** **

###### **Dated as of January 4, 2008**

###### ** **

----

 

**TABLEOF CONTENTS**

** **
| **1.**                         | **INTERPRETATION**                 | **1**                             |
|--------------------------------|------------------------------------|-----------------------------------|
|                           |                               |                              |   |
|                           | 1.1                                | DEFINITIONS                       | 1 |
|                           | 1.2                                | HEADINGS                          | 3 |
|                           | 1.3                                | REFERENCES                        | 3 |
|                           | 1.4                                | PREAMBLE                          | 3 |
|                           |                               |                              |   |
| **2.**                         | **THE SUBORDINATED LOAN**          | **3**                             |
|                           |                               |                              |   |
|                           | 2.1                                | SUBORDINATED LOAN                 | 3 |
|                           | 2.2                                | INTEREST                          | 4 |
|                           | 2.3                                | PAYMENT OF PRINCIPAL AND INTEREST | 4 |
|                           | 2.4                                | RANKING                           | 4 |
|                           | 2.5                                | OPTIONAL PREPAYMENT               | 4 |
|                           | 2.6                                | AUTOMATIC PAYMENT DEFERRAL        | 4 |
|                           | 2.7                                | INTEREST ON OVERDUE  PAYMENTS     | 5 |
|                           | 2.8                                | MANNER OF PAYMENT                 | 5 |
|                           | 2.9                                | APPLICATION OF PAYMENTS           | 5 |
|                           |                               |                              |   |
| **3.**                         | **REPRESENTATIONS AND WARRANTIES** | **6**                             |
|                           |                               |                              |   |
|                           | 3.1                                | REPRESENTATIONS AND WARRANTIES    | 6 |
|                           |                               |                              |   |
| **4.**                         | **COVENANTS**                      | **7**                             |
|                           |                               |                              |   |
|                           | 4.1                                | AFFIRMATIVE COVENANTS             | 7 |
|                           |                               |                              |   |
| **5.**                         | **EVENTS OF DEFAULT**              | **8**                             |
|                           |                               |                              |   |
|                           | 5.1                                | EVENTS OF DEFAULT                 | 8 |
|                           | 5.2                                | PERFORMANCE BY THE LENDER         | 9 |
|                           | 5.3                                | REMEDIES UPON EVENT OF DEFAULT    | 9 |
|                           |                               |                              |   |
| **6.**                         | **MISCELLANEOUS**                  | **9**                             |
| ** **                     | ** **                         | ** **                        | ** ** |
|                           | 6.1                                | WAIVER                            | 9 |
|                           | 6.2                                | SEVERABILITY                      | 9 |
|                           | 6.3                                | BINDING EFFECT AND ASSIGNMENT     | 10 |
|                           | 6.4                                | ENTIRETY                          | 10 |
|                           | 6.5                                | INDEMNITY                         | 10 |
|                           | 6.6                                | REMEDIES CUMULATIVE               | 10 |
|                           | 6.7                                | TERM OF AGREEMENT                 | 11 |
|                           | 6.8                                | ADDRESS FOR NOTICE                | 11 |
|                           | 6.9                                | GOVERNING LAW AND JURISDICTION    | 12 |
|                           | 6.10                               | INCONSISTENT PROVISIONS           | 12 |
|                           | 6.11                               | COUNTERPARTS                      | 12 |
|                           | 6.12                               | DEFAULT BY LAPSE OF TIME          | 12 |
|                           | 6.13                               | LANGUAGE                          | 12 |
|                           |                               |                              |   |
| **SCHEDULE A PROMISSORY NOTE** | **14**                             |

 

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**SUBORDINATED LOAN AGREEMENT** dated as of January 4, 2008:

 
| **BETWEEN:** | ** ** | **CF CABLE TV INC.**, a company incorporated under the laws of Canada, with its registered  office at 612 Saint-Jacques Street, Montreal, province of Quebec, H3C 4M8,    |
|--------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|         |       |                                                                                                                                                                      |
|         |       | (the “**Borrower**”);                                                                                                                                           |
|         |       |                                                                                                                                                                      |
| **AND:**     | ** ** | **QUEBECOR MEDIA INC.**, a company incorporated under the laws of Quebec, with its registered  office at 612 Saint-Jacques Street, Montreal, province of Quebec, H3C 4M8, |
|         |       |                                                                                                                                                                      |
|         |       | (the “**Lender**”);                                                                                                                                             |

 

**WHEREAS** the Borrower has requested that the Lenderprovide the Borrower with a subordinated loan in the principal amount of onehundred and seventy million dollars ($170,000,000) and the Lender has agreed toprovide such subordinated loan to the Borrower, upon the terms and subject tothe conditions hereinafter set forth;

 

**THE PARTIES HEREBY AGREE ASFOLLOWS:**

** **

**1.****                                     ****INTERPRETATION**

 

**1.1****                              ****Definitions**

 

Inthis Agreement, unless the context otherwise requires, the following termsshall have the meanings respectively ascribed to them in this Section 1.1:

 

“**Agreement**” means the present subordinated loan agreementbetween the Borrower and the Lender dated as of January 4, 2008 (as samemay be amended, restated or otherwise modified from time to time);

 

“**Business Day**”means a day, other than a Saturday or a Sunday, on which banks in Montreal,Quebec are open for business in that city;

 

“**Class B Preferred Shares**” means 170,000 Class B****PreferredShares of the capital stock of 9101-0835 Québec Inc. issued to and registeredin the name of the Borrower;

 

“**Closing Date**” means January 4, 2008, at which time theSubordinated Loan shall be advanced to the Borrower, in its entirety, by theLender;

 

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“**Default**” means any of the events specified in Section 5.1,regardless of whether there shall have occurred any passage of time or givingof notice or both that would be necessary in order to constitute such event anEvent of Default;

 

“**Dollars**”, and “**$**” means thelawful currency of Canada;

 

“**Event of Default**” has the meaning ascribed to that term in Section 5.1;

 

“**Interest Installment**” means the amount of interest due inrespect of each Interest Period and payable on the Interest Payment Date;

 

“**Interest Payment Date**” means June 20 and December 20of each year, provided that the first Interest Payment Date shall be on June 20,2008 and the last Interest Payment Date shall be on the Principal Payment Date(to the extent any amounts in interest then remain unpaid);

 

“**Interest Period**” means each of the six-month period endingon June 20 and December 20 of each year; except for the firstInterest Period, which shall begin on January 4, 2008 and end on June 20,2008, and the last Interest Period which shall end on the Principal PaymentDate.

 

“**Loan Documents**” means this Agreement and the PromissoryNote, all as amended, supplemented, restated or replaced from time to time;

 

“**Maturity Date**”** **means January 9,2024;

 

“**Obligations**”** **means:

 

(i)                                     the prompt payment, as and when due andpayable, of all amounts in principal, interest fees, costs or otherwise now orhereafter owing by the Borrower to the Lender under, or pursuant to, the LoanDocuments; and

 

(ii)                                  the strict performance and observance by theBorrower of all agreements, warranties, representations, covenants andconditions of the Borrower made under, or pursuant to, the Loan Documents.

 

“**Person**” means any individual, company, partnership,joint venture, association, joint-stock company, trust, unincorporatedorganization or Governmental Authority;

 

“**Principal Installment**” means the payment of principal due onthe Principal Payment Date;

 

“**Principal Payment Date**” means, in respect of the principalpayment due hereunder, at the latest the Maturity Date, to the extent anyamounts in principal of the Subordinated Loan then remain unpaid;

 

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“**Promissory Note**” means the promissory note remitted by theBorrower to the Lender pursuant to Section 2.1 herein, substantially inthe form of **Schedule A** attached hereto;and

 

“**Subordinated****Loan**” shallhave the meaning ascribed to it in Section 2.1.

 

**1.2****                              ****Headings**

 

Theheadings of the Articles, Sections, Subsections or Paragraphs herein areinserted for convenience of reference only and shall not affect theconstruction or interpretation of this Agreement.

 

**1.3****                              ****References**

 

Unlessthe context otherwise requires or unless otherwise provided, all references toArticles, Sections, Subsections, Paragraphs and Schedules are to Articles,Sections, Subsections, Paragraphs and Schedules to, this Agreement.  The words “hereto”, “herein”, “hereof”, “hereunder”and similar expressions mean and refer to this Agreement.

 

**1.4****                              ****Preamble**

 

Unlessthe context otherwise requires, the preamble forms an integral part hereof.

 

**2.****                                     ****THE SUBORDINATED LOAN**

** **

**2.1****                              ****Subordinated Loan**

 

Relyingon each of the representations and warranties set out in Article 3 andsubject to the terms and conditions herein contained, the Lender agrees to makeavailable, on the Closing Date, to the Borrower, by way of a single advance ofone hundred and seventy million dollars ($170,000,000), a subordinated loan inthe amount of one hundred and seventy million dollars ($170,000,000) uponreceipt of the Promissory Note for the amount of such subordinated loan dulyexecuted by the Borrower in favour of the Lender (the “**Subordinated****Loan**”).

 

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**2.2****                              ****Interest**

 

TheSubordinated Loan shall bear interest on the unpaid principal amount of theSubordinated Loan from and after the Closing Date to the Borrower until theSubordinated Loan is repaid in full to the Lender at an annual interest rateequal to 10.50% (the “**Interest Rate**”).  The interest shall accrue****dailyand shall be payable in arrears on a bi-annual basis in accordance with Section 2.3.

 

**2.3****                              ****Payment of Principal and Interest**

 

Subjectto the terms and conditions of this Agreement, the Borrower shall repay theSubordinated Loan and accrued interest thereon to the Lender by way of thirtyone (31) Interest Installments and one Principal Installment, the InterestInstallment to become due and payable on each Interest Payment Date, and thePrincipal Installment to become due and payable on the Principal PaymentDate.  On the Maturity Date, all amountsremaining unpaid with respect to the Subordinated Loan, including principal,interest and costs shall become due and payable.

 

**2.4****                              ****Ranking**

 

TheObligations of the Borrower hereunder are subordinated in right of payment tothe prior payment in full of all existing and future senior indebtedness of theBorrower. The holders of all such senior indebtedness of the Borrower will beentitled to receive payment in full of all amounts due on or in respect of allother existing and future senior 

 

indebtednessof the Borrower before the Lender is entitled to receive or retain payment ofprincipal hereunder or as permitted by the terms of such senior indebtedness.

 

**2.5****                              ****Optional Prepayment**

 

TheBorrower may, without penalty, prepay the Subordinated Loan outstandingwith accrued interest thereon, provided however that no amounts are thenoutstanding under the senior indebtedness of the Borrower or as permitted bythe terms of such senior indebtedness.

 

Anyamount prepaid by the Borrower pursuant to this Section 2.5 may not bere-borrowed under this Agreement and shall constitute a permanent reduction ofthe Subordinated Loan.

 

**2.6****                              ****Automatic Payment Deferral**

 

Notwithstandingany other provisions herein, the Borrower shall have no obligation to make anypayment becoming due and payable hereunder until the Borrower is reasonablysatisfied that it will concurrently receive a corresponding capital or dividendpayment under the Class B Preferred Shares.

 

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**2.7****                               Interest on Overdue Payments**

** **

Inthe event that any amount of principal of, or interest on, the SubordinatedLoan is not paid by the Borrower in full when due (whether at stated maturity,by acceleration or otherwise), the Borrower shall pay, on demand, interest onsuch unpaid amount, from the date such amount becomes due until the date suchamount is paid in full, at the rate determined in Section 2.2 plus2.0%.  If any other amount payable by theBorrower under any Loan Document is not paid in full when due, the Borrowershall pay, on demand, interest on such unpaid amount from the date such amountbecomes due until the date such amount is paid in full at an annual interestrate determined in Section 2.2 plus 2.0 %.

 

**2.8****                              ****Manner of Payment**

 

Allpayments of principal of, and interest on, the Subordinated Loan shall be madeby the Borrower to the Lender, before 11:00 a.m., Montreal time, on thedue date thereof in immediately available funds at the registered office of theLender located at 612 Saint-Jacques Street, Montreal, province of Quebec, H3C4M8, or at such other place as the Lender may designate in writing.  Any payment received after 11:00 a.m.,Montreal time, shall be deemed to have been received on the next succeedingBusiness Day.  If the principal of orinterest on the Subordinated Loan, or any other amount payable by the Borrowerunder this Agreement, becomes due and payable on a day that is not a BusinessDay, the payment date or the maturity date thereof shall be the next followingBusiness Day.

 

**2.9****                              ****Application of Payments**

 

2.9.1                                                All payments madeby the Borrower pursuant to this Agreement shall be applied in each instance inthe following order:

 

(1)              first, to the amount of interest due and payable on the SubordinatedLoan;

 

(2)              second, to the amount due and payable as principal of the SubordinatedLoan; and

 

(3)              third, to any other amount due and payable pursuant to the LoanDocuments.

 

2.9.2                                                Following theoccurrence of an Event of Default which is continuing or following the MaturityDate, the Borrower hereby irrevocably waives the right to direct theapplication of any and all such payments received from or on behalf of theBorrower, and the Borrower hereby irrevocably agrees that the Lender shall havethe continuing exclusive right to apply any and all such payments against 

 

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theBorrower’s obligations under the Loan Documents as the Lender may deemadvisable.

 

**3.****                                     ****REPRESENTATIONS AND WARRANTIES**

 

**3.1****                              ****Representations and Warranties**

** **

TheBorrower represents and warrants to the Lender that:

 

3.1.1                                                Incorporation andGood Standing.  The Borroweris a company duly incorporated and validly existing under the laws of itsjurisdiction of incorporation and is qualified to carry on its activities ineach jurisdiction in which it carries on its activities.

 

3.1.2                                                Authorization andCapacity.  The Borrower has the capacity andauthority to enter into the Loan Documents and it has taken all measures andactions necessary to authorize the Borrower to execute and deliver the LoanDocuments and to perform the obligations resulting from the LoanDocuments.  The Borrower also has thepower to own its assets and to carry on the activities it now carries on.

 

3.1.3                                                No Conflicts orConsents.  Neither the execution and delivery of theLoan Documents, nor the consummation of any of the transactions thereincontemplated, nor compliance with the terms and provisions thereof, shallcontravene or conflict with any provision of law, statute or regulation towhich the Borrower is subject or any judgment, license, order or permitapplicable to the Borrower or any agreement or instrument to which the Borroweris a party or by which the Borrower is bound.

 

3.1.4                                                No Default.  TheBorrower is not in breach of or in default under, and no event or omission hasoccurred which, with the giving of notice or lapse of time or otherwise, mightconstitute a breach of, or default under, any material agreement or instrumentto which the Borrower is a party or by which the Borrower is bound.

 

3.1.5                                                Survival ofRepresentations and Warranties.  Allrepresentations and warranties by the Borrower made in the Loan Documents shallsurvive delivery of the Loan Documents and the disbursement of the SubordinatedLoan and any investigation at any time made by or on behalf of the Lender shallnot diminish or otherwise affect the Lender’s right to rely thereon.

 

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**4.****                                     ****COVENANTS**

 

**4.1****                              ****Affirmative Covenants**

 

TheBorrower covenants and agrees with the Lender as follows:

 

4.1.1                                                Payment andPerformance of Obligations.  The Borrowershall duly and punctually pay all amounts, comply with all covenants andperform all other obligations on its part required to be paid, complied with orperformed under the terms of the Loan Documents.

 

4.1.2                                                Maintenance ofExistence.  The Borrower shall preserve and maintainits existence, licenses, rights, permits and privileges and all authorizations,consents, approvals, orders, licenses, permits, exemptions from orregistrations or qualifications with any court or governmental authority thatare necessary or materially valuable in the operation of its business.

 

4.1.3                                                Compliance withApplicable Laws.  The Borrower shall comply and cause itsproperty and assets to comply with all applicable laws in all materialrespects.

 

4.1.4                                                Certain Notices.  TheBorrower shall promptly give written notice to the Lender of the occurrence ofany Default or Event of Default or of any action, claim, delegation, proceedingor dispute affecting the Borrower which might have a material adverse effect onit, its property or its financial condition and the Borrower shall provide tothe Lender, from time to time, with all reasonable information requested by theLender concerning the status of any such action, claim, litigation, proceedingor dispute.

 

4.1.5                                                FurtherAssurances.  The Borrower shall make, execute orendorse, and acknowledge and deliver or file all such documents, and take anyand all such other action, as the Lender may, from time to time, deemreasonably necessary or proper in connection with any of the Loan Documents orthe obligations of the Borrower thereunder.

 

4.1.6                                                Other Information.  TheBorrower shall promptly furnish to the Lender such other information respectingits operations, properties, business, condition (financial or otherwise) orprospects, as the Lender may from time to time reasonably request.

 

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**5.****                                      EVENTS OF DEFAULT**

 

**5.1****                              ****Events of Default**

** **

Eachof the following events shall constitute an “**Event ofDefault**” under this Agreement:

 

5.1.1                                                Payment ofPrincipal and Interest.  The Borrower failing to pay whendue and payable the principal of, or, and except as provided herein, anyinterest on, the Subordinated Loan, or within five (5) days of suchpayment becoming due and the payable hereunder, any other payment requiredunder Loan Documents.

 

5.1.2                                                Performance ofObligations.  The Borrower committing a breach of, ordefaulting in the due and prompt performance or observance of any of itscovenants or obligations contained in the Loan Documents (other than a paymentobligation as set forth in Subsection 5.1.1) which, if capable of beingremedied or cured, is not remedied or cured within thirty (30) days from theearlier of (i) the Borrower becoming aware of such breach or default and (ii) noticein writing having been given by the Lender to the Borrower specifying suchbreach or default and requiring the Borrower to remedy or cure such breach ordefault or to cause such breach or default to be remedied or cured.

 

5.1.3                                                OtherIndebtedness.  The Borrower is in default under itssenior indebtedness or any other indebtedness in excess of $10,000,000 and, ineach case, the creditors thereof have accelerated such indebtedness.

 

5.1.4                                                Insolvency.  TheBorrower (i) admits in writing its inability to pay its debts as theybecome due, (ii) files, or consents by answer or otherwise to the filingagainst it of, a petition for relief, reorganization or arrangement or anyother petition in bankruptcy or for liquidation or to take advantage of anybankruptcy, insolvency, reorganization, moratorium or other similar law of anyjurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consentsto the appointment of a custodian, receiver, trustee or other officer withsimilar powers with respect to it or any substantial part of its assets or (v) takescorporate action for the purpose of the foregoing.

 

5.1.5                                                Dissolution, Winding-up,Liquidation.  A court or other governmental authority of competentjurisdiction enters an order (i) appointing a custodian, receiver, trusteeor other officer with similar powers with respect to the Borrower or anysubstantial part of its assets, (ii) for relief or approving a petitionfor relief, reorganization or any other petition in bankruptcy or forliquidation of the Borrower or to take

 

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advantage of any bankruptcy,insolvency, reorganization, moratorium or other similar law of any jurisdictionor (iii) for the dissolution, winding-up or liquidation of the Borrower,or any such petition shall be filed against the Borrower and not be dismissedwithin ninety (90) days.

 

**5.2          Performance by theLender**

** **

If the Borrower fails toperform any covenant, obligation, or agreement contained in any of the LoanDocuments, the Lender may perform or attempt to perform such covenant,obligation or agreement on behalf of the Borrower.  In such event, the Borrower shall, at therequest of the Lender, pay on demand any amount expended by the Lender in suchperformance or attempted performance to the Lender, together with interestthereon at the annual interest rate applicable to the Subordinated Loan fromthe date of such expenditure until paid. Notwithstanding the foregoing, the Lender shall not assume any liabilityor responsibility for the performance of any covenant, obligation or agreementof the Borrower under any of the Loan Documents or control over the managementand affairs of the Borrower.

 

**5.3          Remedies UponEvent of Default**

** **

If an Event of Default shall have occurredand be continuing, the Lender may, in addition to any other rights or recourseit may have at law or under the Loan Documents, declare the principal of, andall interest then accrued on, the Subordinated Loan and all other obligationsof the Borrower to be forthwith due and payable, whereupon the same shallforthwith become due and payable and/or exercise and enforce any of the Lender’srights and remedies under the Loan Documents.

 

**6.             MISCELLANEOUS**

** **

**6.1          Waiver**

** **

No failure to exercise, and nodelay in exercising, on the part of the Lender, any right or remedy under theLoan Documents shall operate as a waiver thereof.  No waiver of any provision of any LoanDocument, nor consent to departure therefrom, shall be effective unless inwriting and no such consent or waiver shall extend beyond the specific instanceand purpose for which given.

** **

**6.2          Severability**

** **

If any provision of any LoanDocument is held to be illegal, invalid or unenforceable under present orfuture laws during the term of this Agreement, such provision shall be fullyseverable; such Loan Document shall be construed and enforced as if suchillegal, invalid or unenforceable provision had never comprised a part of suchLoan Document; and the remaining provisions of such Loan Document shall remainin full force and

 

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effect and shall not beaffected by the illegal, invalid or unenforceable provision or by its severancefrom such Loan Document.

 

**6.3          Binding Effect andAssignment**

** **

The Loan Documents shall bebinding upon and ensure to the benefit of the Borrower and the Lender and theirrespective successors, assigns and legal representatives; provided, however,that the Borrower shall not, without the prior written consent of the Lender,assign any rights or obligations thereunder or any interest therein.  For greater certainty, the transfer of theBorrower’s rights and obligations pursuant to the merger or amalgamation of theBorrower with another Person shall be deemed not to constitute an assignmentfor the purposes of this provision.  TheLender may sell, assign or transfer all or any portion of the Lender’s rightsand obligations under the Loan Documents to any Person.

 

**6.4          Entirety**

** **

The Loan Documents embody theentire agreement between the parties and supersede all prior agreements andunderstandings, if any, relating to the subject matter hereof and thereof.

 

**6.5          Indemnity**

** **

The Borrower shall indemnifyand hold harmless the Lender and its representatives (each, an “**Indemnified Person**”) from and against any and all suits,actions, proceedings, claims, damages, losses, liabilities and expenses(including, without limitation, counsel’s fees and disbursements and othercosts of investigation or defense, including those incurred upon any appeal)which may be instituted or asserted against or incurred by any IndemnifiedPerson as the result or arising out of credit having been extended, suspendedor terminated under any Loan Document and the administration of such credit andin connection with or arising out of the transactions contemplated under anyLoan Document and any actions or failures to act in connection therewith andany legal costs and expenses arising out of or incurred in connection withdisputes between or among any parties to any Loan Document (collectively, “**Indemnified Liabilities**”); provided, that the Borrower shallnot be liable for any indemnification to an Indemnified Person to the extentthat any such suit, action, proceeding, claim, damage, loss, liability orexpense results solely from that Indemnified Person’s gross negligence orwillful misconduct, as finally determined by a court of competent jurisdiction.

** **

**6.6          RemediesCumulative**

** **

The rights and remedies underthe Loan Documents are cumulative and not exclusive of any rights or remedieswhich the Lender would otherwise have.

 

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**6.7          Term of Agreement**

** **

The term of this Agreement isuntil the payment in full of all the obligations of the Borrower pursuant tothe Loan Documents.

 

**6.8          Address for Notice**

** **

Any notice or othercommunication required or permitted to be given under the Loan Documents shallbe in writing and, except as otherwise provided herein, shall be personallydelivered or transmitted by telecopier to the party for whom it is intended atthe address of such party set out below or to such other address as such partymay designate to the other party by notice in writing delivered in accordancewith this Section 6.8:

 

(1)                                  If to theBorrower:

 

CF Cable TV Inc.612 Saint-Jacques StreetMontreal, QuebecH3C 4M8Attention:          Executive VicePresident, Finance and Operations and Chief Financial OfficerTelecopier:        (514) 380-9068

 

(2)           If to the Lender:

 

Quebecor Media Inc.

612 Saint-Jacques StreetMontreal, QuebecH3C 4M8 Attention:          TreasurerTelecopier:        (514) 380-1983

 

Any such notice orcommunication sent as aforesaid shall be deemed to have been received by theparty to whom it is addressed (i) upon receipt, if personally deliveredand (ii) if telecopied before 3:00 p.m. on a Business Day, on thatday and if telecopied after 3:00 p.m. on a Business Day or if telecopiedon a day other than a Business Day, on the Business Day next following the dateof transmission; provided, however, that in the event normal courier service ortelecopier service shall be interrupted by strike, force majeure or othercause, then the party sending the notice or communication, shall utilize anyother mode of communication which shall ensure prompt receipt of such notice orcommunication by the other party or parties.

 

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**6.9          Governing Law andJurisdiction**

** **

The Loan Documents and allmatters arising under the Loan Documents shall be governed by, and construed inaccordance with, the laws in force in the Province of Quebec and the laws ofCanada applicable herein.  The partiessubmit to the exclusive jurisdiction of the courts of the Province of Quebecany matter arising out of or in connection with the Loan Documents.

 

**6.10        InconsistentProvisions**

** **

In the event of anyinconsistency between the provisions of this Agreement and the provisions ofthe Promissory Note, the provisions of this Agreement shall prevail to theextent of the inconsistency.

 

**6.11        Counterparts**

** **

This Agreement may be executedin any number of counterparts, all of which taken together shall constitute oneand the same agreement, and any of the parties hereto may execute thisAgreement by signing any such counterpart.

 

**6.12        Default by Lapse ofTime**

** **

TheBorrower shall be put in default to perform its obligations hereunder by themere lapse of time for performing such obligations without the necessity of anydemand or notice of default.

 

**6.13        Language**

** **

The Borrower andthe Lender confirm that they have requested that this Agreement and alldocuments and notices contemplated therein be drawn up in the Englishlanguage.  *L’Emprunteur et le Prêteurconfirment avoir requis que cette convention et tous les documents et avisauxquels la convention fait référence soient rédigés en langue anglaise.*

 

**INWITNESS WHEREOF**, the parties hereto havecaused this Agreement to be duly executed as of the date first above written.

 
|   | **QUEBECOR MEDIA INC.**                            |
|--------|----------------------------------------------------|
|   | ** **                                         |
|   | per:                                               | /s/  Louis Morin |
|   | Name:  Louis Morin                                 |
|   | Title:  Vice-President and Chief Financial Officer |

 

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|   | per:   | /s/  Jean-François Pruneau |
|--------|--------|---------------------------------|
|   | Name:  | Jean-François Pruneau      |
|   | Title: | Treasurer                       |
|        |        |                                 |  |

 

 
|   | **CF  CABLE TV INC.** |
|--------|-----------------------|
|   | ** **            |
|   | per:                  | /s/  Yvan Gingras |
|   | Name:                 | Yvan Gingras |
|   | Title:                | Executive  Vice-President, Finance and  Operations and Chief Financial Officer |
|        |                       |  |  |

 
|   | per:   | /s/  Jean-François Pruneau |
|--------|--------|---------------------------------|
|   | Name:  | Jean-François  Pruneau     |
|   | Title: | Treasurer                       |
|        |        |                                 |  |

 

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# ** **

# **SCHEDULE APROMISSORY NOTE**

# ** **

**FOR VALUE RECEIVED**,**CF Cable TV Inc.**, a company duly incorporated under thelaws of Canada (including any successor thereto) (the “**Borrower**”),hereby promises to pay to **Quebecor Media Inc.**,a company duly incorporated under the laws of Quebec and any successor thereto(the “**Lender**”), at the registered office ofthe Lender located in the City of Montreal, Province of Quebec, the principalsum of one hundred and seventy million dollars ($170,000,000) in the lawfulcurrency of Canada, on the 4th of January, 2023, and pay interest from thedate hereof on the said sum or the amount thereof from time to time remainingunpaid, in the same currency and at the same place, at a rate calculated andpayable in accordance with the terms and conditions of the Agreement (as suchterm is defined herein below).

 

This promissory note is issued pursuant to Section 2.1of the Agreement between the Borrower and the Lender dated as of January 4,2008 (the “**Agreement**”).  Reference is hereby made to the Agreement,the terms and conditions of which govern this promissory note.  In the event of any conflict or inconsistencybetween the provisions of the Agreement and those of this promissory note, theprovisions of the said Agreement shall prevail.

 

The Borrower hereby waives presentment for payment,notice of non-payment, protest and notice of protest and other notices of anykind in the enforcement of this promissory note.

 

**SIGNED this** 4th day of January, 2008.

 
|   | **CF  CABLE TV INC.**    |
|--------|--------------------------|
|   |                     |
|   | per:                     |   |
|   | Name:                    | Yvan  Gingras |
|   | Title:                   | Executive  Vice-President, Finance  and  Operations and Chief Financial Officer |
|   |                     |
|   |                     |
|   | per:                     |   |
|   | Name:                    | Jean-François  Pruneau |
|   | Title:                   | Treasurer |
|   |                     |   |
|   |                     |   |
|   | **QUEBECOR  MEDIA INC.** |
|   |                     |
|   |                     |
|   | per:                     |   |
|   | Name:                    | Louis  Morin |
|   | Title:                   | Vice-President  and Chief Financial  Officer |
|   |                     |
|   | per:                     |   |
|   | Name:                    | Jean-François  Pruneau |
|   | Title:                   | Treasurer |
|        |                          |  |  |  |

 

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