Exhibit 4.10


 


 


SUBORDINATED LOAN AGREEMENT


 


between


 


VIDEOTRON LTD.


 


(As Borrower)


 


and


 


QUEBECOR MÉDIA INC.


 


(As Lender)


 


 


Dated as of January 3, 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 January 3, 2007:


 


	
  BETWEEN:

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (the “Borrower”);

  
	
   

  	
   

  	
   

  
	
  AND:

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (the “Lender”);

  



 


WHEREAS the Borrower has requested that the Lender
provide the Borrower with a subordinated loan in the principal amount of one
billion dollars ($1,000,000,000) 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 3, 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 1,000,000 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 3, 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 January 3,
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 January 3, 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 billion dollars ($1,000,000,000), a
subordinated loan in the amount of one billion dollars ($1,000,000,000) 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:


 


	
  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 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
thereby be drawn up in the English language. L’Emprunteur et le Prêteur
confirment avoir requis que cette convention et tous les documents et avis qui
y sont envisagés soient rédigés en langue anglaise.


 


12

















 


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/ Serge Gouin

  
	
   

  	
  Name:

  	
  Serge Gouin

  
	
   

  	
  Title:

  	
  Chairman
  of the Board

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  per:

  	
    /s/
  Jean-François Pruneau

  
	
   

  	
  Name:

  	
  Jean-François
  Pruneau

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
  VIDEOTRON LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  per:

  	
    /s/
  Serge Gouin

  
	
   

  	
  Name:

  	
  Serge Gouin

  
	
   

  	
  Title:

  	
  Chairman
  of the Board

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  per:

  	
    /s/
  Jean-François Pruneau

  
	
   

  	
  Name:

  	
  Jean-François
  Pruneau

  
	
   

  	
  Title:

  	
  Treasurer

  
					



 


13

















 


SCHEDULE
A


 


PROMISSORY
NOTE


 


FOR
VALUE RECEIVED, Videotron Ltd.,
a company duly incorporated under the laws of Quebec (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 billion  dollars ($1,000,000,000) in the lawful currency of Canada,
on the 3rd day of January, 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 January 3, 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 3rd day of January, 2007.


 


	
   

  	
  VIDEOTRON
  LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  per:

  	
   

  
	
   

  	
  Name:

  	
  Serge
  Gouin

  
	
   

  	
  Title:

  	
  Chairman
  of the Board

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  per:

  	
   

  
	
   

  	
  Name:

  	
  Jean-François Pruneau

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  QUEBECOR
  MÉDIA INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  per:

  	
   

  
	
   

  	
  Name:

  	
  Serge
  Gouin

  
	
   

  	
  Title:

  	
  Chairman
  of the Board

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  per:

  	
   

  
	
   

  	
  Name:

  	
  Jean-François Pruneau

  
	
   

  	
  Title:

  	
  Treasurer