###### **Exhibit 4.12**

###### ** **

 

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

 

between

 

**CF CABLE TV INC.**

 

(As Borrower)

 

and

 

**QUEBECOR MÉDIA INC.**

 

(As Lender)

 

 

###### **Dated as of May 31, 2007**

 

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**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 May 31, 2007:

 
| **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 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 onehundred twenty-five million dollars ($125,000,000) 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 May 31, 2007 (as same maybe 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 125,000 Class B****PreferredShares of the capital stock of 9101-0835 Québec Inc. issued to and registeredin the name of the Borrower;

 

“**Closing Date**” means May 31, 2007, 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 20,2007 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 May 31, 2007 and end on June 20,2007, 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 May 31,2022;

 

“**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 LoanDocuments; and

 

(ii)           the strict performance and observance by the Borrower of all agreements,warranties, representations, covenants and conditions of the Borrower madeunder, 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****          R****eferences**

** **

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 of onehundred twenty-five million dollars ($125,000,000), a subordinated loan in theamount of one hundred twenty-five million dollars ($125,000,000) upon receiptof the Promissory Note for the amount of such subordinated loan duly executedby the Borrower in favour of the Lender (the “**Subordinated****Loan**”).

 

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

** **

The Subordinated Loan shall bear interest on theunpaid principal amount of the Subordinated Loan from and after the ClosingDate to the Borrower until the Subordinated Loan is repaid in full to theLender at an annual interest rate equal to 10.50% (the “**InterestRate**”).  The interest shallaccrue****daily and shall be payable in arrearson 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 the SubordinatedLoan and accrued interest thereon to the Lender by way of thirty one (31)Interest Installments and one Principal Installment, the Interest Installmentto become due and payable on each Interest Payment Date, and the PrincipalInstallment to become due and payable on 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**

** **

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 indebtedness of the Borrower before the Lenderis entitled to receive or retain payment of principal hereunder or as permittedby 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 made by theBorrower pursuant to this Agreement shall be applied in each instance in thefollowing order:

 

(1)     first, to theamount of interest due and payable on the Subordinated Loan;

 

(2)     second, to theamount due and payable as principal of the Subordinated Loan; and

 

(3)     third, to anyother amount due and payable pursuant to the Loan Documents.

 

2.9.2                Following the occurrence of anEvent of Default which is continuing or following the Maturity Date, theBorrower hereby irrevocably waives the right to direct the application of anyand all such payments received from or on behalf of the Borrower, and theBorrower hereby irrevocably agrees that the Lender shall have the continuingexclusive right to apply any and all such payments against 

 

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the Borrower’s obligationsunder the Loan Documents as the Lender may deem advisable.

 

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

** **

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

** **

TheBorrower represents and warrants to the Lender that:

 

3.1.1                Incorporation and GoodStanding.  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 and Capacity.  TheBorrower has the capacity and authority to enter into the Loan Documents and ithas taken all measures and actions necessary to authorize the Borrower toexecute and deliver the Loan Documents and to perform the obligations resultingfrom the Loan Documents.  The Borroweralso has the power to own its assets and to carry on the activities it nowcarries on.

 

3.1.3                No Conflicts or Consents.  Neitherthe execution and delivery of the Loan Documents, nor the consummation of anyof the transactions therein contemplated, nor compliance with the terms andprovisions thereof, shall contravene or conflict with any provision of law,statute or regulation to which the Borrower is subject or any judgment,license, order or permit applicable to the Borrower or any agreement orinstrument to which the Borrower is 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 instrument towhich the Borrower is a party or by which the Borrower is bound.

 

3.1.5                Survival of Representationsand Warranties.  All representations and warranties by theBorrower made in the Loan Documents shall survive delivery of the LoanDocuments and the disbursement of the Subordinated Loan and any investigationat any time made by or on behalf of the Lender shall not diminish or otherwiseaffect 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 and Performance ofObligations.  The Borrower shall duly and punctuallypay all amounts, comply with all covenants and perform all other obligations onits part required to be paid, complied with or performed under the terms of theLoan Documents.

 

4.1.2                Maintenance of Existence.  TheBorrower shall preserve and maintain its existence, licenses, rights, permitsand privileges and all authorizations, consents, approvals, orders, licenses,permits, exemptions from or registrations or qualifications with any court orgovernmental authority that are necessary or materially valuable in theoperation of its business.

 

4.1.3                Compliance with ApplicableLaws.  The Borrower shall comply and cause its property and assetsto comply with all applicable laws in all material respects.

 

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                Further Assurances.  TheBorrower shall make, execute or endorse, and acknowledge and deliver or fileall such documents, and take any and all such other action, as the Lender may,from time to time, deem reasonably necessary or proper in connection with anyof the Loan Documents or the 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 of Principal andInterest.  The Borrower failing to pay when due andpayable the principal of, or, and except as provided herein, any interest on,the Subordinated Loan, or within five (5) days of such payment becomingdue and the payable hereunder, any other payment required under Loan Documents.

 

5.1.2                Performance of Obligations.  TheBorrower committing a breach of, or defaulting in the due and promptperformance or observance of any of its covenants or obligations contained inthe Loan Documents (other than a payment obligation as set forth inSubsection 5.1.1) which, if capable of being remedied or cured, is notremedied or cured within thirty (30) days from the earlier of (i) theBorrower becoming aware of such breach or default and (ii) notice inwriting having been given by the Lender to the Borrower specifying such breachor default and requiring the Borrower to remedy or cure such breach or defaultor to cause such breach or default to be remedied or cured.

 

5.1.3                Other Indebtedness.  TheBorrower is in default under its senior indebtedness or any other indebtednessin excess of $10,000,000 and, in each case, the creditors thereof haveaccelerated 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 othergovernmental authority of competent jurisdiction enters an order (i) appointinga custodian, receiver, trustee or other officer with similar powers withrespect to the Borrower or any substantial part of its assets, (ii) for reliefor approving a petition for relief, reorganization or any other petition inbankruptcy or for liquidation 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 the Lender**

** **

Ifthe Borrower fails to perform any covenant, obligation, or agreement containedin any of the Loan Documents, the Lender may perform or attempt to perform suchcovenant, 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 Upon Event of Default**

** **

If an Event ofDefault shall have occurred and be continuing, the Lender may, in addition toany other rights or recourse it may have at law or under the Loan Documents,declare the principal of, and all interest then accrued on, the SubordinatedLoan and all other obligations of the Borrower to be forthwith due and payable,whereupon the same shall forthwith become due and payable and/or exercise andenforce any of the Lender’s rights and remedies under the Loan Documents.

 

**6.****             MISCELLANEOUS**

** **

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

** **

Nofailure to exercise, and no delay in exercising, on the part of the Lender, anyright or remedy under the Loan Documents shall operate as a waiverthereof.  No waiver of any provision ofany Loan Document, nor consent to departure therefrom, shall be effectiveunless in writing and no such consent or waiver shall extend beyond thespecific instance and purpose for which given.

 

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

** **

Ifany provision of any Loan Document is held to be illegal, invalid orunenforceable under present or future laws during the term of this Agreement,such provision shall be fully severable; such Loan Document shall be construedand enforced as if such illegal, invalid or unenforceable provision had nevercomprised a part of such Loan Document; and the remaining provisions of suchLoan Document shall remain in full force and 

 

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

 

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

** **

TheLoan Documents shall be binding upon and ensure to the benefit of the Borrowerand the Lender and their respective successors, assigns and legalrepresentatives; provided, however, that the Borrower shall not, without theprior written consent of the Lender, assign any rights or obligationsthereunder or any interest therein.  Forgreater certainty, the transfer of the Borrower’s rights and obligationspursuant to the merger or amalgamation of the Borrower with another Personshall be deemed not to constitute an assignment for the purposes of thisprovision.  The Lender may sell, assignor transfer all or any portion of the Lender’s rights and obligations under theLoan Documents to any Person.

 

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

** **

TheLoan Documents embody the entire agreement between the parties and supersedeall prior agreements and understandings, if any, relating to the subject matterhereof and thereof.

 

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

** **

TheBorrower shall indemnify and hold harmless the Lender and its representatives(each, an “**Indemnified Person**”) from andagainst any and all suits, actions, proceedings, claims, damages, losses,liabilities and expenses (including, without limitation, counsel’s fees anddisbursements 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**

** **

Therights and remedies under the Loan Documents are cumulative and not exclusiveof any rights or remedies which the Lender would otherwise have.

 

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

** **

Theterm of this Agreement is until the payment in full of all the obligations ofthe Borrower pursuant to the Loan Documents.

 

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

** **

Anynotice or other communication required or permitted to be given under the LoanDocuments shall be in writing and, except as otherwise provided herein, shallbe personally delivered or transmitted by telecopier to the party for whom itis intended at the address of such party set out below or to such other addressas such party may designate to the other party by notice in writing deliveredin accordance with this Section 6.8:

 

(1)           If tothe Borrower:

 

CF Cable TV Inc.612 Saint-Jacques StreetMontreal, QuebecH3C 4M8Attention:          Executive Vice President, Finance andOperations and Chief Financial Officer

 

Telecopier:        (514)380-9068

 

(2)           If to the Lender:

 

Quebecor Média Inc.

612 Saint-Jacques StreetMontreal, QuebecH3C 4M8 Attention:          Treasurer

 

Telecopier:        (514) 380-1983

 

Anysuch notice or communication sent as aforesaid shall be deemed to have beenreceived by the party to whom it is addressed (i) upon receipt, ifpersonally delivered and (ii) if telecopied before 3:00 p.m. on aBusiness Day, on that day and if telecopied after 3:00 p.m. on a BusinessDay or if telecopied on a day other than a Business Day, on the Business Day nextfollowing the date of transmission; provided, however, that in the event normalcourier service or telecopier service shall be interrupted by strike, forcemajeure or other cause, then the party sending the notice or communication,shall utilize any other mode of communication which shall ensure prompt receiptof such notice or communication by the other party or parties.

 

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

** **

TheLoan Documents and all matters arising under the Loan Documents shall begoverned by, and construed in accordance with, the laws in force in theProvince of Quebec and the laws of Canada applicable herein.  The parties submit to the exclusivejurisdiction of the courts of the Province of Quebec any matter arising out ofor in connection with the Loan Documents.

 

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

** **

Inthe event of any inconsistency between the provisions of this Agreement and theprovisions of the Promissory Note, the provisions of this Agreement shall prevailto the extent of the inconsistency.

 

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

** **

ThisAgreement may be executed in any number of counterparts, all of which takentogether shall constitute one and the same agreement, and any of the partieshereto may execute this Agreement by signing any 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 have requested that thisAgreement and all documents and notices contemplated therein be drawn up in theEnglish language.  *L’Emprunteur et le Prêteurconfirment avoir requis que cette convention et tous les documents et avis auxquelsla convention fait référence soient rédigés en langue anglaise.*

 

**IN WITNESS WHEREOF**, the partieshereto have caused this Agreement to be duly executed as of the date firstabove written.

 

 

 
|   | **QUEBECOR MÉDIA 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 A**

# ** **

# **PROMISSORY NOTE**

# ** **

**FOR VALUERECEIVED**,**CF Cable TV Inc.**, a company dulyincorporated under the laws of Canada (including any successor thereto) (the “**Borrower**”), hereby promises to pay to **QuebecorMédia Inc.**, a company duly incorporated under the laws of Quebec andany successor thereto (the “**Lender**”), atthe registered office of the Lender located in the City of Montreal, Provinceof Quebec, the principal sum of one hundred twenty-five million dollars ($125,000,000)in the lawful currency of Canada, on the 31st day of May, 2022, 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 noteis issued pursuant to Section 2.1 of the Agreement between the Borrowerand the Lender dated as of May 31, 2007 (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, the provisionsof the said Agreement shall prevail.

 

The Borrower herebywaives presentment for payment, notice of non-payment, protest and notice ofprotest and other notices of any kind in the enforcement of this promissorynote.

 

**SIGNEDthis** 31st  day of May, 2007.

 
|   | **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 MÉDIA INC.**            |
|   |                                    |
|   | per:                                    |   |
|   | Name:                                   | Louis Morin |
|   | Title:                                  | Vice-President and Chief Financial Officer |
|   |                                    |
|   | per:                                    |   |
|   | Name:                                   | Jean-François Pruneau |
|   | Title:                                  | Treasurer |
|        |                                         |  |  |

 

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