Exhibit 4.14


 


SUBORDINATED LOAN AGREEMENT


 


between


 


CF CABLE TV INC.


 


(As Borrower)


 


and


 


QUEBECOR MEDIA INC.


 


(As Lender)


 


Dated as of January 4, 2008


 

















 


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

  



 

















 


SUBORDINATED LOAN AGREEMENT dated as of January 4, 2008:


 


	
  BETWEEN:

  	
   

  	
  CF CABLE TV INC., a company incorporated under the laws of Canada, with its registered
  office at 612 Saint-Jacques Street, Montreal, province of Quebec, H3C 4M8,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (the “Borrower”);

  
	
   

  	
   

  	
   

  
	
  AND:

  	
   

  	
  QUEBECOR MEDIA INC., a company incorporated under the laws of Quebec, with its registered
  office at 612 Saint-Jacques Street, Montreal, province of Quebec, H3C 4M8,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (the “Lender”);

  



 


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


 


THE PARTIES HEREBY AGREE AS
FOLLOWS:


 


1.                                      INTERPRETATION


 


1.1                               Definitions


 


In
this Agreement, unless the context otherwise requires, the following terms
shall have the meanings respectively ascribed to them in this Section 1.1:


 


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


 


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


 


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


 


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


 

















 


“Default” means any of the events specified in Section 5.1,
regardless of whether there shall have occurred any passage of time or giving
of notice or both that would be 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 payable on the Interest Payment Date;


 


“Interest Payment Date” means June 20 and December 20
of 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 ending
on June 20 and December 20 of each year; except for the first
Interest 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 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 9,
2024;


 


“Obligations” means:


 


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


 


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


 


“Person” means any individual, company, partnership,
joint venture, association, joint-stock company, 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 the Maturity Date, to the extent any
amounts in principal of the Subordinated Loan then remain unpaid;


 


2

















 


“Promissory Note” means the promissory note remitted by the
Borrower to the Lender pursuant to Section 2.1 herein, 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 or Paragraphs herein are
inserted for convenience of reference only and shall not affect the
construction or interpretation of this Agreement.


 


1.3                               References


 


Unless
the context otherwise requires or unless otherwise provided, all references to
Articles, 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


 


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


 


2.                                      THE SUBORDINATED LOAN


 


2.1                               Subordinated Loan


 


Relying
on each of the representations and warranties set out in Article 3 and
subject to the terms and conditions herein contained, the Lender agrees to make
available, on the Closing Date, to the Borrower, by way of a single advance of
one hundred and seventy million dollars ($170,000,000), a subordinated loan in
the amount of one hundred and seventy million dollars ($170,000,000) upon
receipt of the Promissory Note for the amount of such subordinated loan duly
executed by the Borrower in favour of the Lender (the “Subordinated
Loan”).


 


3

















 


2.2                               Interest


 


The
Subordinated Loan shall bear interest on the unpaid principal amount of the
Subordinated Loan from and after the Closing Date to the Borrower until the
Subordinated Loan is repaid in full to the Lender at an annual interest rate
equal to 10.50% (the “Interest Rate”).  The interest shall accrue  daily
and shall 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 to the Lender by way of thirty
one (31) Interest Installments and one Principal Installment, the Interest
Installment to become due and payable on each Interest Payment Date, and the
Principal Installment to become due and payable on the Principal Payment
Date.  On the Maturity Date, all amounts
remaining unpaid with respect to the Subordinated Loan, including principal,
interest and costs shall become due and payable.


 


2.4                               Ranking


 


The
Obligations of the Borrower hereunder are subordinated in right of payment to
the prior payment in full of all existing and future senior indebtedness of the
Borrower. The holders of all such senior indebtedness of the Borrower will be
entitled to receive payment in full of all amounts due on or in respect of all
other existing and future senior 


 


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


 


2.5                               Optional Prepayment


 


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


 


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


 


2.6                               Automatic Payment Deferral


 


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


 


4

















 


2.7                               Interest on Overdue Payments


 


In
the event that any amount of principal of, or interest on, the Subordinated
Loan 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 on
such unpaid amount, from the date such amount becomes due until the date such
amount is paid in full, at the rate determined in Section 2.2 plus
2.0%.  If any other amount payable by the
Borrower under 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 due until the date such amount is paid in full at an annual interest
rate determined in Section 2.2 plus 2.0 %.


 


2.8                               Manner of Payment


 


All
payments of principal of, and interest on, the Subordinated 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 the registered 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 designate in writing.  Any payment received after 11:00 a.m.,
Montreal time, shall be deemed to have been received on the next succeeding
Business Day.  If the principal of or
interest on the Subordinated Loan, or any other amount payable by the Borrower
under this Agreement, becomes due and payable on a day that is not a Business
Day, the payment date or the maturity date thereof shall be the next following
Business Day.


 


2.9                               Application of Payments


 


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


 


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


 


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


 


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


 


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


 


5

















 


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


 


3.                                      REPRESENTATIONS AND WARRANTIES


 


3.1                               Representations and Warranties


 


The
Borrower represents and warrants to the Lender that:


 


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


 


3.1.2                                                Authorization and
Capacity.  The Borrower has the capacity and
authority to enter into the Loan Documents and it has taken all measures and
actions necessary to authorize the Borrower to execute and deliver the Loan
Documents and to perform the obligations resulting from the Loan
Documents.  The Borrower also has the
power to own its assets and to carry on the activities it now carries on.


 


3.1.3                                                No Conflicts or
Consents.  Neither the execution and delivery of the
Loan Documents, nor the consummation of any of the transactions therein
contemplated, nor compliance with the terms and provisions 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 or instrument to which the Borrower
is a party or by which the Borrower is bound.


 


3.1.4                                                No Default.  The
Borrower is not in breach of or in default under, and no event or omission has
occurred which, with the giving of notice or lapse of time or otherwise, might
constitute a breach of, or default under, any material agreement or instrument
to which the Borrower is a party or by which the Borrower is bound.


 


3.1.5                                                Survival of
Representations and Warranties.  All
representations and warranties by the Borrower made in the Loan Documents shall
survive delivery of the Loan Documents and the disbursement of the Subordinated
Loan and any investigation at any time made by or on behalf of the Lender shall
not diminish or otherwise affect the Lender’s right to rely thereon.


 


6

















 


4.                                      COVENANTS


 


4.1                               Affirmative Covenants


 


The
Borrower covenants and agrees with the Lender as follows:


 


4.1.1                                                Payment and
Performance of Obligations.  The Borrower
shall duly and punctually pay all amounts, comply with all covenants and
perform all other obligations on its part required to be paid, complied with or
performed under the terms of the Loan Documents.


 


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


 


4.1.3                                                Compliance with
Applicable Laws.  The Borrower shall comply and cause its
property and assets to comply with all applicable laws in all material
respects.


 


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


 


4.1.5                                                Further
Assurances.  The Borrower shall make, execute or
endorse, and acknowledge and deliver or file all 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 any of the Loan Documents or
the obligations of the Borrower thereunder.


 


4.1.6                                                Other Information.  The
Borrower shall promptly furnish to the Lender such other information respecting
its operations, properties, business, condition (financial or otherwise) or
prospects, as the Lender may from time to time reasonably request.


 


7

















 


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 of
Principal and Interest.  The Borrower failing to pay when
due and payable the principal of, or, and except as provided herein, any
interest on, the Subordinated Loan, or within five (5) days of such
payment becoming due and the payable hereunder, any other payment required
under Loan Documents.


 


5.1.2                                                Performance of
Obligations.  The Borrower committing a breach of, or
defaulting in the due and prompt performance or observance of any of its
covenants or obligations contained in the Loan Documents (other than a payment
obligation as set forth in Subsection 5.1.1) which, if capable of being
remedied or cured, is not remedied or cured within thirty (30) days from the
earlier of (i) the Borrower becoming aware of such breach or default and (ii) notice
in writing having been given by the Lender to the Borrower specifying such
breach or default and requiring the Borrower to remedy or cure such breach or
default or to cause such breach or default to be remedied or cured.


 


5.1.3                                                Other
Indebtedness.  The Borrower is in default under its
senior indebtedness or any other indebtedness in excess of $10,000,000 and, in
each case, the creditors thereof have accelerated such indebtedness.


 


5.1.4                                                Insolvency.  The
Borrower (i) admits in writing its inability to pay its debts as they
become due, (ii) files, or consents by answer or otherwise to the filing
against it of, a petition for relief, reorganization or arrangement or any
other petition in bankruptcy or for liquidation or to take advantage of any
bankruptcy, insolvency, reorganization, moratorium or other similar law of any
jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents
to the appointment of a custodian, receiver, trustee or other officer with
similar powers with respect to it or any substantial part of its assets or (v) takes
corporate action for the purpose of the foregoing.


 


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


 


8
















 


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


 


5.2          Performance by the
Lender


 


If the Borrower fails to
perform any covenant, obligation, or agreement contained in any of the Loan
Documents, the Lender may perform or attempt to perform such covenant,
obligation or agreement on behalf of the Borrower.  In such event, the Borrower shall, at the
request of the Lender, pay on demand any amount expended by the Lender in such
performance or attempted performance to the Lender, together with interest
thereon at the annual interest rate applicable to the Subordinated Loan from
the date of such expenditure until paid. 
Notwithstanding the foregoing, the Lender shall not assume any liability
or responsibility for the performance of any covenant, obligation or agreement
of the Borrower under any of the Loan Documents or control 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, the Lender may, in addition to any 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 Subordinated Loan 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 and enforce any of the Lender’s
rights and remedies under the Loan Documents.


 


6.             MISCELLANEOUS


 


6.1          Waiver


 


No failure to exercise, and no
delay in exercising, on the part of the Lender, any right or remedy under the
Loan Documents shall operate 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 no such consent or waiver shall extend beyond the specific instance
and purpose for which given.


 


6.2          Severability


 


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


 


9

















 


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


 


6.4          Entirety


 


The Loan Documents embody the
entire agreement between the 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 the Lender and its representatives (each, an “Indemnified Person”) from and against any and all suits,
actions, proceedings, claims, damages, losses, liabilities and expenses
(including, without limitation, counsel’s fees and disbursements and other
costs of investigation or defense, including those incurred upon any appeal)
which may be instituted or asserted against or incurred by any Indemnified
Person as the result or arising out of credit having been extended, suspended
or terminated under any Loan Document and the administration of such credit and
in connection with or arising out of the transactions contemplated under any
Loan Document and any actions or failures to act in connection therewith and
any legal costs and expenses arising out of or incurred in connection with
disputes between or among any parties to any Loan Document (collectively, “Indemnified Liabilities”); provided, that the Borrower shall
not be liable for any indemnification to an Indemnified Person to the extent
that any such suit, action, proceeding, claim, damage, loss, liability or
expense results solely from that Indemnified Person’s gross negligence or
willful misconduct, as finally determined by a court of competent jurisdiction.


 


6.6          Remedies
Cumulative


 


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


 


10

















 


6.7          Term of Agreement


 


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


 


6.8          Address for Notice


 


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


 


(1)                                  If to the
Borrower:


 


CF Cable TV Inc.

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


 


Any such notice or
communication sent as aforesaid shall be deemed to have been received by the
party to whom it is addressed (i) upon receipt, 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 a Business Day or if telecopied
on a day other than a Business Day, on the Business Day next following the date
of transmission; provided, however, that in the event normal courier service or
telecopier service shall be interrupted by strike, force majeure or other
cause, then the party sending the notice or communication, shall utilize any
other mode of communication which shall ensure prompt receipt of such notice or
communication by the other party or parties.


 


11

















 


6.9          Governing Law and
Jurisdiction


 


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


 


6.10        Inconsistent
Provisions


 


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


 


6.11        Counterparts


 


This Agreement may be executed
in any number of counterparts, all of which taken together shall constitute one
and the same agreement, and any of the parties hereto 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 its obligations hereunder by the
mere lapse of time for performing such obligations without the necessity of any
demand or notice of default.


 


6.13        Language


 


The Borrower and
the Lender confirm that they have requested that this Agreement and all
documents and notices contemplated therein be drawn up in the English
language.  L’Emprunteur et le Prêteur
confirment avoir requis que cette convention et tous les documents et avis
auxquels la convention fait référence soient rédigés en langue anglaise.


 


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


 


	
   

  	
  QUEBECOR MEDIA INC.

  
	
   

  	
   

  
	
   

  	
  per:

  	
  /s/
  Louis Morin

  
	
   

  	
  Name:
  Louis Morin

  
	
   

  	
  Title:
  Vice-President and Chief Financial Officer

  



 


12

















 


	
   

  	
  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

  
				



 


13

















 


SCHEDULE A



PROMISSORY NOTE


 


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


 


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


 


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


 


SIGNED this 4th day of January, 2008.


 


	
   

  	
  CF
  CABLE TV INC.

  
	
   

  	
   

  
	
   

  	
  per:

  	
   

  
	
   

  	
  Name:

  	
  Yvan
  Gingras

  
	
   

  	
  Title:

  	
  Executive
  Vice-President, Finance
  and

  Operations and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  per:

  	
   

  
	
   

  	
  Name:

  	
  Jean-François
  Pruneau

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  QUEBECOR
  MEDIA INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  per:

  	
   

  
	
   

  	
  Name:

  	
  Louis
  Morin

  
	
   

  	
  Title:

  	
  Vice-President
  and Chief Financial

  Officer

  
	
   

  	
   

  
	
   

  	
  per:

  	
   

  
	
   

  	
  Name:

  	
  Jean-François
  Pruneau

  
	
   

  	
  Title:

  	
  Treasurer