**Exhibit 4.10**

###### ** **

 

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

###### ** **

between

 

**VIDEOTRON LTD.**

 

(As Borrower)

 

and

 

**QUEBECOR MÉDIA INC.**

 

(As Lender)

 

 

###### **Dated as of January 3, 2007**

 

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**TABLE OF 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 3, 2007:

 
| **BETWEEN:** | ** ** | **VIDEOTRON LTD.**, a company incorporated under the laws of  Quebec, with its registered office at 612 Saint-Jacques Street, Montreal,  province of Quebec, H3C 4M8,           |
|--------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|         |       |                                                                                                                                                                            |
|         |       | (the “**Borrower**”);                                                                                                                                                 |
|         |       |                                                                                                                                                                            |
| **AND:**     | ** ** | **QUEBECOR MÉDIA 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 onebillion dollars ($1,000,000,000) and the Lender has agreed to provide suchsubordinated loan to the Borrower, upon the terms and subject to the conditionshereinafter set forth;

 

**THE PARTIES HEREBY AGREE ASFOLLOWS:**

 

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

** **

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

** **

In this Agreement, unless the context otherwiserequires, the following terms shall have the meanings respectively ascribed tothem in this Section 1.1:

 

“**Agreement**”means the present subordinated loan agreement between the Borrower and theLender dated as of January 3, 2007 (as same may be amended, restated orotherwise modified from time to time);

 

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

 

“**Class B PreferredShares**” means 1,000,000 Class B****Preferred Shares of the capitalstock of 9101-0835 Québec Inc. issued to and registered in the name of theBorrower;

 

“**Closing Date**”means January 3, 2007, at which time the Subordinated Loan shall beadvanced to the Borrower, in its entirety, by the Lender;

 

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“**Default**” meansany of the events specified in Section 5.1, regardless of whether thereshall have occurred any passage of time or giving of notice or both that wouldbe necessary in order to constitute such event an Event of Default;

 

“**Dollars**”, and “**$**” means the lawful 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 in respect of each Interest Period and payableon the Interest Payment Date;

 

“**Interest Payment Date**” meansJune 20 and December 20 of each year, provided that the first InterestPayment Date shall be on June 20, 2007 and the last Interest Payment Dateshall be on the Principal Payment Date (to the extent any amounts in interestthen remain unpaid);

 

“**Interest Period**”means each of the six-month period ending on June 20 and December 20of each year; except for the first Interest Period, which shall begin on January 3,2007 and end on June 20, 2007, and the last Interest Period which shallend on the Principal Payment Date.

 

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

 

“**Maturity Date**”** **means January 3, 2022;

 

“**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 Loan Documents;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**” meansany individual, company, partnership, joint venture, association, joint-stockcompany, trust, unincorporated organization or Governmental Authority;

 

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

 

“**Principal Payment Date**”means, in respect of the principal payment due hereunder, at the latest theMaturity Date, to the extent any amounts in principal of the Subordinated Loanthen remain unpaid;

 

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

 

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

 

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

** **

The headings of the Articles, Sections, Subsections orParagraphs herein are inserted for convenience of reference only and shall notaffect the construction or interpretation of this Agreement.

 

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

** **

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

 

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

** **

Unless the context otherwise requires, the preambleforms an integral part hereof.

 

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

** **

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

** **

Relying on each of the representations and warrantiesset out in Article 3 and subject to the terms and conditions hereincontained, the Lender agrees to make available, on the Closing Date, to theBorrower, by way of a single advance of one billion dollars ($1,000,000,000), asubordinated loan in the amount of one billion dollars ($1,000,000,000) 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**

** **

The Subordinated Loan shall bear interest on the unpaid principalamount of the Subordinated Loan from and after the Closing Date to the Borroweruntil the Subordinated Loan is repaid in full to the Lender at an annualinterest rate equal to 10.50% (the “**Interest Rate**”).The interest shall accrue****daily andshall be payable in arrears on a bi-annual basis in accordance with Section 2.3.

 

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

 

Subject to the terms and conditions of this Agreement,the Borrower shall repay the Subordinated Loan and accrued interest thereon tothe Lender by way of thirty one (31) Interest Installments and one PrincipalInstallment, the Interest Installment to become due and payable on eachInterest Payment Date, and the Principal Installment to become due and payableon the Principal Payment Date. On the Maturity Date, all amounts remainingunpaid with respect to the Subordinated Loan, including principal, interest andcosts shall become due and payable.

 

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

 

The Obligations of the Borrower hereunder aresubordinated in right of payment to the prior payment in full of all existingand future senior indebtedness of the Borrower. The holders of all such seniorindebtedness of the Borrower will be entitled to receive payment in full of allamounts due on or in respect of all other existing and future seniorindebtedness of the Borrower before the Lender is entitled to receive or retainpayment of principal hereunder or as permitted by the terms of such seniorindebtedness.

 

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

 

The Borrower may, without penalty, prepay theSubordinated Loan outstanding with accrued interest thereon, provided howeverthat no amounts are then outstanding under the senior indebtedness of theBorrower or as permitted by the terms of such senior indebtedness.

 

Any amount prepaid by the Borrower pursuant to this Section 2.5may not be re-borrowed under this Agreement and shall constitute a permanentreduction of the Subordinated Loan.

 

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

 

Notwithstanding any other provisions herein, theBorrower shall have no obligation to make any payment becoming due and payablehereunder until the Borrower is reasonably satisfied that it will concurrentlyreceive a corresponding capital or dividend payment under the Class B Preferred Shares.

 

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**2.7****          Interest on OverduePayments**

 

In the event that any amount of principal of, orinterest on, the Subordinated Loan is not paid by the Borrower in full when due(whether at stated maturity, by acceleration or otherwise), the Borrower shallpay, on demand, interest on such unpaid amount, from the date such amountbecomes due until the date such amount is paid in full, at the rate determinedin Section 2.2 plus 2.0%. If any other amount payable by the Borrowerunder any Loan Document is not paid in full when due, the Borrower shall pay,on demand, interest on such unpaid amount from the date such amount becomes dueuntil the date such amount is paid in full at an annual interest ratedetermined in Section 2.2 plus 2.0 %.

 

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

 

All payments of principal of, and interest on, theSubordinated Loan shall be made by the Borrower to the Lender, before 11:00 a.m.,Montreal time, on the due date thereof in immediately available funds at theregistered office of the Lender located at 612 Saint-Jacques Street, Montreal,province of Quebec, H3C 4M8, or at such other place as the Lender may designatein writing. Any payment received after 11:00 a.m., Montreal time, shall bedeemed to have been received on the next succeeding Business Day. If theprincipal of or interest on the Subordinated Loan, or any other amount payableby the Borrower under this Agreement, becomes due and payable on a day that isnot a Business Day, the payment date or the maturity date thereof shall be thenext following Business 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**

 

The Borrower represents and warrants to the Lenderthat:

 

3.1.1                Incorporation andGood Standing. The Borrower is a company duly incorporated andvalidly existing under the laws of its jurisdiction of incorporation and isqualified to carry on its activities in each jurisdiction in which it carrieson 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 Loan Documents. TheBorrower also has the power to own its assets and to carry on the activities itnow 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 to whichthe Borrower is subject or any judgment, license, order or permit applicable tothe Borrower or any agreement or instrument to which the Borrower is a party orby 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**

 

The Borrower covenants and agrees with the Lender asfollows:

 

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 or registrationsor qualifications with any court or governmental authority that are necessaryor 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**

** **

Each of the following events shall constitute an “**Event of Default**” 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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advantageof any bankruptcy, insolvency, reorganization, moratorium or other similar lawof any jurisdiction or (iii) for the dissolution, winding-up orliquidation of the Borrower, or any such petition shall be filed against theBorrower and not be dismissed within ninety (90) days.

 

**5.2****          ****Performanceby the Lender**

 

If the Borrower fails to perform any covenant, obligation,or agreement contained in any of the Loan Documents, the Lender may perform orattempt to perform such covenant, obligation or agreement on behalf of theBorrower. In such event, the Borrower shall, at the request of the Lender, payon demand any amount expended by the Lender in such performance or attemptedperformance to the Lender, together with interest thereon at the annualinterest rate applicable to the Subordinated Loan from the date of suchexpenditure until paid. Notwithstanding the foregoing, the Lender shall notassume any liability or responsibility for the performance of any covenant,obligation or agreement of the Borrower under any of the Loan Documents orcontrol over the management and affairs of the Borrower.

 

**5.3****         ****Remedies Upon Event of Default**

 

If an Event of Default shall have occurred and be continuing, theLender may, in addition to any other rights or recourse it may have at law orunder the Loan Documents, declare the principal of, and all interest thenaccrued on, the Subordinated Loan and all other obligations of the Borrower tobe forthwith due and payable, whereupon the same shall forthwith become due andpayable and/or exercise and enforce any of the Lender’s rights and remediesunder the Loan Documents.

 

**6.****             MISCELLANEOUS**

 

**6.1****         ****Waiver**

 

No failure to exercise, and no delay in exercising, onthe part of the Lender, any right or remedy under the Loan Documents shalloperate as a waiver thereof. No waiver of any provision of any Loan Document,nor consent to departure therefrom, shall be effective unless in writing and nosuch consent or waiver shall extend beyond the specific instance and purposefor which given.

 

**6.2****         ****Severability**

 

If any provision of any Loan Document is held to beillegal, invalid or unenforceable under present or future laws during the termof this Agreement, such provision shall be fully severable; such Loan Documentshall be construed and enforced as if such illegal, invalid or unenforceableprovision had never comprised a part of such Loan Document; and the remainingprovisions of such Loan Document shall remain in full force and

 

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effect and shall not be affected by the illegal,invalid or unenforceable provision or by its severance from such Loan Document.

 

**6.3****         ****Binding Effect and Assignment**

 

The Loan Documents shall be binding upon and ensure tothe benefit of the Borrower and the Lender and their respective successors,assigns and legal representatives; provided, however, that the Borrower shallnot, without the prior written consent of the Lender, assign any rights orobligations thereunder or any interest therein. For greater certainty, thetransfer of the Borrower’s rights and obligations pursuant to the merger oramalgamation of the Borrower with another Person shall be deemed not toconstitute an assignment for the purposes of this provision. The Lender maysell, assign or transfer all or any portion of the Lender’s rights andobligations under the Loan Documents to any Person.

 

**6.4****         ****Entirety**

 

The Loan Documents embody the entire agreement betweenthe parties and supersede all prior agreements and understandings, if any,relating to the subject matter hereof and thereof.

 

**6.5****         ****Indemnity**

 

The Borrower shall indemnify and hold harmless theLender 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 feesand disbursements and other costs of investigation or defense, including thoseincurred upon any appeal) which may be instituted or asserted against orincurred by any Indemnified Person as the result or arising out of credithaving been extended, suspended or terminated under any Loan Document and theadministration of such credit and in connection with or arising out of thetransactions contemplated under any Loan Document and any actions or failuresto act in connection therewith and any legal costs and expenses arising out ofor incurred in connection with disputes between or among any parties to anyLoan Document (collectively, “**Indemnified Liabilities**”);provided, that the Borrower shall not be liable for any indemnification to anIndemnified Person to the extent that any such suit, action, proceeding, claim,damage, loss, liability or expense results solely from that Indemnified Person’sgross negligence or willful misconduct, as finally determined by a court ofcompetent jurisdiction.

 

**6.6****         ****Remedies Cumulative**

 

The rights and remedies under the Loan Documents arecumulative and not exclusive of any rights or remedies which the Lender wouldotherwise have.

 

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**6.7****         ****Term of Agreement**

 

The term of this Agreement is until the payment infull of all the obligations of the Borrower pursuant to the Loan Documents.

 

**6.8****         ****Address for Notice**

 

Any notice or other communication required orpermitted to be given under the Loan Documents shall be in writing and, exceptas otherwise provided herein, shall be personally delivered or transmitted bytelecopier to the party for whom it is intended at the address of such partyset out below or to such other address as such party may designate to the otherparty by notice in writing delivered in accordance with this Section 6.8:

 

(1)           If to the Borrower:

 
| Videotron Ltd.                                                                                                        |
|-----------------------------------------------------------------------------------------------------------------------|
| 612 Saint-Jacques Street                                                                                              |
| Montreal, Quebec                                                                                                      |
| H3C 4M8                                                                                                               |
| Attention:     Executive Vice President, Finance and  Operations and Chief Financial Officer |
|                                                                                                                  |
| Telecopier:   (514)  380-9068                                                                          |

 

(2)           If tothe Lender:

 
| Quebecor Média Inc.                     |
|----------------------------------------------|
| 612 Saint-Jacques Street                     |
| Montreal, Quebec                             |
| H3C 4M8                                      |
| Attention:    Treasurer  |
|                                         |
| Telecopier:   (514)  380-1983 |

 

Any such notice or communication sent as aforesaidshall be deemed to have been received by the party to whom it is addressed (i) uponreceipt, if personally delivered and (ii) if telecopied before 3:00 p.m.on a Business Day, on that day and if telecopied after 3:00 p.m. on aBusiness Day or if telecopied on a day other than a Business Day, on theBusiness Day next following the date of transmission; provided, however, thatin the event normal courier service or telecopier service shall be interruptedby strike, force majeure or other cause, then the party sending the notice orcommunication, shall utilize any other mode of communication which shall ensureprompt receipt of such notice or communication by the other party or parties.

 

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**6.9****         ****Governing Law and Jurisdiction**

 

The Loan Documents and all matters arising under theLoan Documents shall be governed by, and construed in accordance with, the lawsin force in the Province of Quebec and the laws of Canada applicable herein. Theparties submit to the exclusive jurisdiction of the courts of the Province ofQuebec any matter arising out of or in connection with the Loan Documents.

 

**6.10****       ****Inconsistent Provisions**

** **

In the event of any inconsistency between theprovisions of this Agreement and the provisions of the Promissory Note, theprovisions of this Agreement shall prevail to the extent of the inconsistency.

 

**6.11****       ****Counterparts**

** **

This Agreement may be executed in any number ofcounterparts, all of which taken together shall constitute one and the sameagreement, and any of the parties hereto may execute this Agreement by signingany such counterpart.

 

**6.12****       ****Default by Lapse of Time**

** **

The Borrower shall be put in default to perform itsobligations hereunder by the mere lapse of time for performing such obligationswithout the necessity of any demand or notice of default.

 

**6.13****       ****Language**

** **

The Borrower and the Lender confirm that they haverequested that this Agreement and all documents and notices contemplatedthereby be drawn up in the English language. *L’Emprunteur et le Prêteurconfirment avoir requis que cette convention et tous les documents et avis quiy sont envisagés soient rédigés en langue anglaise.*

 

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**IN WITNESS WHEREOF**, the parties hereto have caused this Agreementto be duly executed as of the date first above written.

 

 
|   | **QUEBECOR MÉDIA INC.** |
|--------|------------------------------|
|   | ** **                   |
|   | ** **                   |
|   | per:                         |   /s/ Serge Gouin |
|   | Name:                        | Serge Gouin |
|   | Title:                       | Chairman  of the Board |
|   |                         |
|   |                         |
|   | per:                         |   /s/  Jean-François Pruneau |
|   | Name:                        | Jean-François  Pruneau |
|   | Title:                       | Treasurer |
|   |                         |
|   | **VIDEOTRON LTD.**           |
|   | ** **                   |
|   | ** **                   |
|   | per:                         |   /s/  Serge Gouin |
|   | Name:                        | Serge Gouin |
|   | Title:                       | Chairman  of the Board |
|   |                         |
|   |                         |
|   | per:                         |   /s/  Jean-François Pruneau |
|   | Name:                        | Jean-François  Pruneau |
|   | Title:                       | Treasurer |
|        |                              |  |  |  |

 

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# **SCHEDULEA**

# ** **

# **PROMISSORYNOTE**

# ** **

**FORVALUE RECEIVED**,**Videotron Ltd.**,a company duly incorporated under the laws of Quebec (including any successorthereto) (the “**Borrower**”), hereby promises to payto **Quebecor Média Inc.**, a company dulyincorporated under the laws of Quebec and any successor thereto (the “**Lender**”), at the registered office of the Lender located inthe City of Montreal, Province of Quebec, the principal sum of one billion****dollars ($1,000,000,000) in the lawful currency of Canada,on the 3rd day of January, 2022, and payinterest from the date hereof on the said sum or the amount thereof from timeto time remaining unpaid, in the same currency and at the same place, at a ratecalculated and payable in accordance with the terms and conditions of theAgreement (as such term is defined herein below).

 

Thispromissory note is issued pursuant to Section 2.1 of the Agreement betweenthe Borrower and the Lender dated as of January 3, 2007 (the “**Agreement**”). Reference is hereby made to the Agreement, theterms and conditions of which govern this promissory note. In the event of anyconflict or inconsistency between the provisions of the Agreement and those ofthis promissory note, the provisions of the said Agreement shall prevail.

 

TheBorrower hereby waives presentment for payment, notice of non-payment, protestand notice of protest and other notices of any kind in the enforcement of thispromissory note.

 

**SIGNEDthis** 3rd day of January, 2007.

 
|   | **VIDEOTRON  LTD.**           |
|--------|-------------------------------|
|   | ** **                    |
|   | ** **                    |
|   | per:                          |   |
|   | Name:                         | Serge  Gouin |
|   | Title:                        | Chairman  of the Board |
|   |                          |
|   |                          |
|   | per:                          |   |
|   | Name:                         | Jean-François Pruneau |
|   | Title:                        | Treasurer |
|   |                          |
|   |                          |
|   | **QUEBECOR  MÉDIA INC.** |
|   | ** **                    |
|   | ** **                    |
|   | per:                          |   |
|   | Name:                         | Serge  Gouin |
|   | Title:                        | Chairman  of the Board |
|   |                          |
|   |                          |
|   | per:                          |   |
|   | Name:                         | Jean-François Pruneau |
|   | Title:                        | Treasurer |
|        |                               |  |  |

 

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