###### **Exhibit 4.13**

 

 

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

 

between

 

**VIDEOTRON LTD.**

 

(As Borrower)

 

and

 

**QUEBECOR MEDIA INC.**

 

(As Lender)

 

 

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

 

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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 January 4, 2008:

 
| **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 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 fourhundred and fifteen million dollars ($415,000,000) 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 415,000 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 4,2023;

 

“**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 of fourhundred and fifteen million dollars ($415,000,000), a subordinated loan in theamount of four hundred and fifteen million dollars ($415,000,000) 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 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 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 BPreferred Shares.

 

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

** **

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 interest ratedetermined 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 its jurisdictionof incorporation and is qualified to carry on its activities in eachjurisdiction 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****          ****Performanceby 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 from thedate 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 legal representatives;provided, however, that the Borrower shall not, without the prior writtenconsent of the Lender, assign any rights or obligations thereunder or anyinterest therein.  For greater certainty,the transfer 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 may sell, assign or transfer allor any portion of the Lender’s rights and obligations under the Loan Documentsto 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 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 to the Lender:                                                                              |
|   |                                                                                           |
|   | Quebecor Media Inc.                                                                            |
|   | 612 Saint-Jacques Street                                                                       |
|   | Montreal, Quebec                                                                               |
|   | H3C 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 Daynext following the date of transmission; provided, however, that in the eventnormal courier service or telecopier service shall be interrupted by 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**

** **

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 exclusive jurisdictionof the courts of the Province of Quebec any matter arising out of or inconnection 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 shallprevail to 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 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                                                                      |
|       |                |
| ** ** | **VIDEOTRON  LTD.** |
|       |                |                                                                           |
|       |                |                                                                           |
|       | 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**

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# **PROMISSORY NOTE**

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**FOR VALUERECEIVED**,**Videotron Ltd.**, a company dulyincorporated under the laws of Quebec (including any successor thereto) (the “**Borrower**”), hereby promises to pay to **Quebecor MediaInc.**, a company duly incorporated under the laws of Quebec and anysuccessor thereto (the “**Lender**”), atthe registered office of the Lender located in the City of Montreal, Provinceof Quebec, the principal sum of fourhundred and fifteen million dollars ($415,000,000) in the lawful currency of Canada, on the 4th day of January, 2023, and pay interest fromthe date hereof on the said sum or the amount thereof from time to timeremaining 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).

 

This promissory noteis issued pursuant to Section 2.1 of the Agreement between the Borrowerand 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 herebywaives presentment for payment, notice of non-payment, protest and notice ofprotest and other notices of any kind in the enforcement of this promissorynote.

 

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

 
| ** ** | **VIDEOTRON LTD.**      |
|------------|-------------------------|
|       |                    |
|       | 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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