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


 

















 


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 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 Lender
provide the Borrower with a subordinated loan in the principal amount of one
hundred twenty-five million dollars ($125,000,000) 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 May 31, 2007 (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 125,000 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 May 31, 2007, 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,
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 ending
on June 20 and December 20 of each year; except for the first
Interest 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 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 May 31,
2022;


 


“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 twenty-five million dollars ($125,000,000), a subordinated loan in the
amount of one hundred twenty-five million dollars ($125,000,000) 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 Média 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 MÉDIA 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
Média 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 twenty-five million dollars ($125,000,000)
in the lawful currency of Canada, on the 31st day of May, 2022, 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 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 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 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