Exhibit 4.1

 
	
  

 	
  

 
	
 Execution Copy

 
	
  

 	
  

 
	
 AMERICAN EXPRESS CANADA CREDIT CORPORATION

 
	
  

 	
  

 
	
 - and -

 
	
  

 	
  

 
	
 AMERICAN EXPRESS CREDIT CORPORATION

 
	
 as Guarantor

 
	
  

 	
  

 
	
 - and -

 
	
  

 	
  

 
	
 COMPUTERSHARE TRUST COMPANY OF CANADA

 
	
 as Trustee

 
	
  

 	
  

 
	

 


 
	
  

 	
  

 
	
 TRUST INDENTURE

 
	
 PROVIDING FOR THE ISSUANCE OF

 
	
 MEDIUM TERM NOTES

 
	
  

 
	

 


 
	
  

 
	
 Dated as of October 28, 2005

 











TABLE OF CONTENTS


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 
	
 ARTICLE 1

 	
  

 	
  

 
	
  

 	
 INTERPRETATION

 	
  

 	
 2

 
	
  

 	
 1.1

 	
 Definitions

 	
  

 	
 2

 
	
  

 	
 1.2

 	
 Meaning of “outstanding” for Certain
 Purposes

 	
  

 	
 6

 
	
  

 	
 1.3

 	
 Interpretation not Affected by Headings,
 etc

 	
  

 	
 7

 
	
  

 	
 1.4

 	
 Applicable Law

 	
  

 	
 7

 
	
  

 	
 1.5

 	
 Invalidity of Provisions

 	
  

 	
 7

 
	
  

 	
 1.6

 	
 Language

 	
  

 	
 7

 
	
  

 	
 1.7

 	
 Difference Between French and English
 Version

 	
  

 	
 7

 
	
  

 	
 1.8

 	
 Day Not a Business Day

 	
  

 	
 7

 
	
  

 	
 1.9

 	
 Currency

 	
  

 	
 8

 
	
  

 	
 1.10

 	
 Accounting Principles

 	
  

 	
 8

 
	
  

 	
  

 	
  

 
	
 ARTICLE 2

 	
  

 	
  

 
	
  

 	
 THE NOTES

 	
  

 	
 8

 
	
  

 	
 2.1

 	
 Amount Unlimited

 	
  

 	
 8

 
	
  

 	
 2.2

 	
 Creation and Issue of Notes

 	
  

 	
 8

 
	
  

 	
 2.3

 	
 No Additional Notes to be Issued During
 Default

 	
  

 	
 11

 
	
  

 	
 2.4

 	
 Concerning Interest

 	
  

 	
 11

 
	
  

 	
 2.5

 	
 Transfer Through Book-Based System

 	
  

 	
 12

 
	
  

 	
 2.6

 	
 Execution of Notes

 	
  

 	
 12

 
	
  

 	
 2.7

 	
 Certification by the Trustee

 	
  

 	
 12

 
	
  

 	
 2.8

 	
 Registration of Notes

 	
  

 	
 13

 
	
  

 	
 2.9

 	
 Transfers of Notes

 	
  

 	
 13

 
	
  

 	
 2.10

 	
 Form of Notes

 	
  

 	
 14

 
	
  

 	
 2.11

 	
 End of Book-Based System

 	
  

 	
 14

 
	
  

 	
 2.12

 	
 Person Entitled to Payment

 	
  

 	
 15

 
	
  

 	
 2.13

 	
 Replacement of Notes

 	
  

 	
 18

 
	
  

 	
 2.14

 	
 Exchange of Notes

 	
  

 	
 18

 
	
  

 	
 2.15

 	
 Rank

 	
  

 	
 18

 
	
  

 	
 2.16

 	
 Notice to Holders

 	
  

 	
 18

 
	
  

 	
 2.17

 	
 Notice to the Trustee

 	
  

 	
 19

 
	
  

 	
 2.18

 	
 Notice to the Corporation

 	
  

 	
 19

 
	
  

 	
 2.19

 	
 Notice to the Guarantor

 	
  

 	
 19

 
	
  

 	
 2.20

 	
 Change in Address

 	
  

 	
 20

 
	
  

 	
 2.21

 	
 Mail Service Interruption

 	
  

 	
 20

 
	
  

 	
 2.22

 	
 Right to Receive Indenture

 	
  

 	
 20

 
	
  

 	
 2.23

 	
 Tax Redemption

 	
  

 	
 20

 
	
  

 	
 2.24

 	
 Withholding Rights

 	
  

 	
 21

 
	
  

 	
  

 	
  

 
	
 ARTICLE 3

 	
  

 	
  

 
	
  

 	
 GUARANTEE

 	
  

 	
 21

 
	
  

 	
 3.1

 	
 Interpretation and Applicable Law

 	
  

 	
 21

 
	
  

 	
 3.2

 	
 Guarantee of Notes

 	
  

 	
 21

 


-i-






TABLE OF CONTENTS 
(continued)


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 
	
  

 	
 3.3

 	
 Execution and Delivery of the Guarantee

 	
  

 	
 26

 
	
  

 	
 3.4

 	
 Certificate By Trustee

 	
  

 	
 26

 
	
  

 	
  

 	
  

 
	
 ARTICLE 4

 	
  

 	
  

 
	
  

 	
 COVENANTS OF
 THE CORPORATION AND THE GUARANTOR

 	
  

 	
 27

 
	
  

 	
 4.1

 	
 General Covenants

 	
  

 	
 27

 
	
  

 	
 4.2

 	
 Trustee’s Remuneration and Expenses

 	
  

 	
 30

 
	
  

 	
 4.3

 	
 Trustee to Give Notice of Defaults

 	
  

 	
 30

 
	
  

 	
 4.4

 	
 Performance of Covenants by Trustee

 	
  

 	
 30

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 5

 	
  

 	
  

 
	
  

 	
 DEFAULT AND
 ENFORCEMENT

 	
  

 	
 30

 
	
  

 	
 5.1

 	
 Events of Default

 	
  

 	
 30

 
	
  

 	
 5.2

 	
 Default and Enforcement Against Guarantor
 and Submission to Jurisdiction

 	
  

 	
 32

 
	
  

 	
 5.3

 	
 Acceleration on Default

 	
  

 	
 33

 
	
  

 	
 5.4

 	
 Waiver of Default or Breach

 	
  

 	
 34

 
	
  

 	
 5.5

 	
 Proceedings by the Trustee

 	
  

 	
 35

 
	
  

 	
 5.6

 	
 Suits by Holders

 	
  

 	
 35

 
	
  

 	
 5.7

 	
 Rights and Remedies Cumulative

 	
  

 	
 36

 
	
  

 	
 5.8

 	
 Delay or Omission Not Waiver

 	
  

 	
 36

 
	
  

 	
 5.9

 	
 Application of Moneys Received by Trustee

 	
  

 	
 36

 
	
  

 	
 5.10

 	
 Distribution of Proceeds

 	
  

 	
 37

 
	
  

 	
 5.11

 	
 Immunity etc

 	
  

 	
 37

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 6

 	
  

 	
  

 
	
  

 	
 SATISFACTION
 AND DISCHARGE

 	
  

 	
 37

 
	
  

 	
 6.1

 	
 Cancellation and Destruction

 	
  

 	
 37

 
	
  

 	
 6.2

 	
 Non-Presentation of Notes

 	
  

 	
 37

 
	
  

 	
 6.3

 	
 Repayment of Unclaimed Moneys to
 Corporation

 	
  

 	
 38

 
	
  

 	
 6.4

 	
 Release from Covenants

 	
  

 	
 38

 
	
  

 	
 6.5

 	
 Release of Guarantor

 	
  

 	
 39

 
	
  

 
	
 ARTICLE 7

 	
  

 	
  

 
	
  

 	
 MERGER OR
 TRANSFER

 	
  

 	
 39

 
	
  

 	
 7.1

 	
 Certain Requirements Respecting
 Amalgamation, Combination, Merger, Reorganization, Continuance, Conveyance,
 etc

 	
  

 	
 39

 
	
  

 	
 7.2

 	
 Vesting of Powers in Successor

 	
  

 	
 40

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 8

 	
  

 	
  

 
	
  

 	
 MEETINGS OF
 REGISTERED NOTEHOLDERS

 	
  

 	
 40

 
	
  

 	
 8.1

 	
 Right to Convene Meeting

 	
  

 	
 40

 
	
  

 	
 8.2

 	
 Notice

 	
  

 	
 40

 
	
  

 	
 8.3

 	
 Chairman

 	
  

 	
 41

 
	
  

 	
 8.4

 	
 Quorum

 	
  

 	
 41

 


-ii-






TABLE OF CONTENTS 
(continued)


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 
	
  

 	
 8.5

 	
 Power to Adjourn

 	
  

 	
 41

 
	
  

 	
 8.6

 	
 Show of Hands

 	
  

 	
 41

 
	
  

 	
 8.7

 	
 Poll

 	
  

 	
 41

 
	
  

 	
 8.8

 	
 Voting

 	
  

 	
 42

 
	
  

 	
 8.9

 	
 Regulations

 	
  

 	
 42

 
	
  

 	
 8.10

 	
 Corporation, Guarantor and Trustee May Be
 Represented

 	
  

 	
 42

 
	
  

 	
 8.11

 	
 Powers Exercisable by Extraordinary
 Resolution

 	
  

 	
 43

 
	
  

 	
 8.12

 	
 Meaning of “Extraordinary Resolution”

 	
  

 	
 44

 
	
  

 	
 8.13

 	
 Powers Cumulative

 	
  

 	
 45

 
	
  

 	
 8.14

 	
 Minutes

 	
  

 	
 45

 
	
  

 	
 8.15

 	
 Instruments in Writing

 	
  

 	
 45

 
	
  

 	
 8.16

 	
 Binding Effect of Resolutions

 	
  

 	
 46

 
	
  

 	
 8.17

 	
 Proxies

 	
  

 	
 46

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 9

 	
  

 	
  

 
	
  

 	
 SUPPLEMENTAL
 INDENTURES

 	
  

 	
 46

 
	
  

 	
 9.1

 	
 Provision for Supplemental Indentures for
 Certain Purposes

 	
  

 	
 46

 
	
  

 	
 9.2

 	
 Binding Effect of Modifications

 	
  

 	
 47

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 10

 	
  

 	
  

 
	
  

 	
 CONCERNING
 THE TRUSTEE

 	
  

 	
 47

 
	
  

 	
 10.1

 	
 Conditions Precedent to Trustee’s
 Obligation to Act

 	
  

 	
 47

 
	
  

 	
 10.2

 	
 Evidence

 	
  

 	
 48

 
	
  

 	
 10.3

 	
 Experts and Advisers

 	
  

 	
 49

 
	
  

 	
 10.4

 	
 Documents, Moneys, etc., Held by Trustee

 	
  

 	
 49

 
	
  

 	
 10.5

 	
 Action by Trustee to Protect Interests

 	
  

 	
 50

 
	
  

 	
 10.6

 	
 Trustee not Required to Give Security

 	
  

 	
 50

 
	
  

 	
 10.7

 	
 Protection of Trustee

 	
  

 	
 50

 
	
  

 	
 10.8

 	
 Indemnity

 	
  

 	
 51

 
	
  

 	
 10.9

 	
 Replacement of Trustee

 	
  

 	
 51

 
	
  

 	
 10.10

 	
 No Conflict of Interest

 	
  

 	
 52

 
	
  

 	
 10.11

 	
 Representations by Trustee

 	
  

 	
 52

 
	
  

 	
 10.12

 	
 Trust Indenture Legislation

 	
  

 	
 52

 
	
  

 	
 10.13

 	
 Acceptance of Trust

 	
  

 	
 53

 
	
  

 	
 10.14

 	
 Limitation of Trustee; Discretion

 	
  

 	
 53

 
	
  

 	
 10.15

 	
 Obligations of the Trustee

 	
  

 	
 53

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 11

 	
  

 	
  

 
	
  

 	
 EXECUTION

 	
  

 	
 53

 
	
  

 	
 11.1

 	
 Counterparts
 and Formal Date

 	
  

 	
 53

 



Schedule A: Form of Fixed Rate Note and
Floating Rate Note


-iii-







THIS TRUST
INDENTURE made as of
the 28th day of October, 2005.


BETWEEN:


	
  

 	
  

 	
  

 
	
  

 	
 AMERICAN
 EXPRESS CANADA CREDIT CORPORATION, an unlimited liability company incorporated under the laws of the
 Province of Nova Scotia,

 
	
  

 	
  

 	
  

 
	
  

 	
 (the “Corporation”)

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 OF
 THE FIRST PART

 
	
  

 	
  

 	
  

 
	
  

 	
 - and -

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 AMERICAN
 EXPRESS CREDIT CORPORATION, a corporation incorporated under the laws of the State of Delaware,

 
	
  

 	
  

 	
  

 
	
  

 	
 (the “Guarantor”)

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 OF
 THE SECOND PART

 
	
  

 	
  

 	
  

 
	
  

 	
 - and -

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 COMPUTERSHARE
 TRUST COMPANY OF CANADA, a trust company incorporated under the federal laws of Canada,

 
	
  

 	
  

 	
  

 
	
  

 	
 (the “Trustee”)

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 OF
 THE THIRD PART

 



WITNESSETH THAT: 


WHEREAS the Corporation is duly authorized to create and issue the Notes (as
defined below) to be issued as herein provided; 


AND WHEREAS all necessary resolutions of the directors of the Corporation have been
duly passed or consented to and other proceedings taken and conditions complied
with to make the creation and issue of the Notes proposed to be issued
hereunder and this Indenture and the execution thereof legal, valid and
effective; 


AND WHEREAS the Guarantor directly or indirectly owns all of the issued shares in
the capital of the Corporation and has agreed to enter into this Indenture and
the Guarantee (as defined below) in order to assist the Corporation for the
mutual benefit of the Corporation and the Guarantor in the sale of the Notes; 


AND WHEREAS the Guarantor has duly authorized entering into this Indenture and the
Guarantee provided for herein; 


AND WHEREAS all necessary resolutions of the directors of the Guarantor have been
duly passed or consented to and other proceedings taken and conditions complied
with to make this Indenture and the execution thereof legal, valid and
effective; 






- 2 -


AND WHEREAS the foregoing recitals and any statements of facts relating to the
Corporation or the Guarantor in this Indenture are and shall be deemed to be
made by the Corporation or the Guarantor respectively and not by the Trustee; 


NOW THEREFORE it is hereby covenanted, agreed and declared as follows: 


ARTICLE 1

INTERPRETATION


	
  

 	
  

 
	
 1.1

 	
 Definitions
 

 
	
  

 	
  

 
	
 In this Indenture and in
 the Notes, unless there is something in the subject matter or context
 inconsistent therewith or unless otherwise expressly provided: 

 
	
  

 	
  

 
	
  

 	
 “Additional Amounts” has the meaning given
 to that term in subsection 3.2(l); 

 
	
  

 	
  

 
	
  

 	
 “Administrative Agent Agreement” means the
 Administrative Agent Agreement dated as of the date hereof between the
 Corporation, the Guarantor and the Trustee as the same may be amended or
 superseded from time to time; 

 
	
  

 	
  

 
	
  

 	
 “Affiliate” means any Person directly or
 indirectly controlling, controlled by, or under direct or indirect common
 control with the Corporation; “control”
 means, for the purpose of this definition, the beneficial ownership, directly
 or indirectly, of more than 50% of the outstanding Voting Stock of a
 corporation; 

 
	
  

 	
  

 
	
  

 	
 “Authorized Denomination” means $1,000 or
 such other minimum denomination in lawful currency of Canada specified in a
 particular Note, if any, and, for the Notes denominated in other currencies,
 the approximate equivalent of $1,000 or that minimum denomination calculated
 at the time of issuance of the relevant Notes; 

 
	
  

 	
  

 
	
  

 	
 “BA Rate”, with respect to any Interest
 Period, means the rate per annum determined by the Corporation as the
 arithmetic average rounded to the fifth decimal place of the bid rate of
 interest for either Canadian dollar bankers’ acceptances or treasury bills
 issued by the Government of Canada, as expressed on the Reuters CDOR and CDOS
 pages as of a specified hour on the Interest Reset Date if three or more such
 bid rates appear on such Reuters CDOR and CDOS pages at any such time; if
 fewer than three such bid rates appear on the Reuters CDOR and CDOS pages at
 any such time, the BA Rate shall be the rate per annum equal to the
 arithmetic average rounded to the fifth decimal place of the bid rate
 quotations for Canadian dollar bankers’ acceptances, having a term to
 maturity equal to the maturity indicated for the applicable Note and in a
 principal amount not less than $1,000,000 and that is representative of a
 single transaction in the market at such time, by the principal Toronto
 office of three Schedule I banks in the Canadian interbank market selected by
 the Corporation at approximately 10:00 a.m., Toronto time, on the Interest
 Reset Date for such Interest Period; 

 
	
  

 	
  

 
	
  

 	
 “Book-Based System” means the record entry
 securities transfer and pledge system known as at the date hereof by the name
 “Depository Service”, which is administered by CDS in accordance with the
 operating rules and procedures of the securities settlement service of CDS,
 in force from time to time or any successor system thereof; 

 










- 3 -


	
  

 	
  

 
	
  

 	
 “Business Day” means any day (other than a
 Saturday, Sunday or a statutory or civic holiday) on which banks are
 generally open for business in Toronto, Ontario; 

 
	
  

 	
  

 
	
  

 	
 “CDS” means The Canadian Depository for
 Securities Limited and its successors; 

 
	
  

 	
  

 
	
  

 	
  “Code” has the meaning given to that term in
 section 3.2; 

 
	
  

 	
  

 
	
  

 	
 “Corporation” means American Express Canada
 Credit Corporation and, subject to Article 7, its Successors; 

 
	
  

 	
  

 
	
  

 	
 “Counsel” means a barrister or solicitor
 or firm of barristers and solicitors retained by the Trustee or retained by
 the Corporation and acceptable to the Trustee; 

 
	
  

 	
  

 
	
  

 	
 “Court” has the meaning given to that term
 in section 10.9; 

 
	
  

 	
  

 
	
  

 	
 “Covenantor” has the meaning given to that
 term in section 5.1; 

 
	
  

 	
  

 
	
  

 	
 “Definitive Note” means a Note issued in
 fully registered form in a manner other than through the Book-Based System
 and that complies in all respects with the registration requirements of
 United States Temporary Treasury Regulation Section 5f.103-1(c)(1); 

 
	
  

 	
  

 
	
  

 	
 “Director” means a director of the
 Corporation or the Guarantor for the time being, and “Directors” or “board of directors”, means the board of directors of the
 Corporation or the Guarantor or a duly empowered committee of the board for
 the time being and reference without more to action by the Directors means
 action by such Directors as a board or action by a duly empowered committee
 of the board; 

 
	
  

 	
  

 
	
  

 	
 “Event of Default” has the meaning
 attributed thereto in section 5.1; 

 
	
  

 	
  

 
	
  

 	
 “Extraordinary Resolution” has the meaning
 attributed thereto in sections 8.12 and 8.15; 

 
	
  

 	
  

 
	
  

 	
 “Fixed Rate Note” has the meaning
 specified in section 2.2;

“Floating
 Interest Rate” has the meaning specified in section 2.2;

“Floating Rate Note” has the meaning
 specified in section 2.2; 

 
	
  

 	
  

 
	
  

 	
 “Global Note” means a Note issued and
 certified hereunder to CDS as contemplated by section 2.5; 

 
	
  

 	
  

 
	
  

 	
 “Guarantee” means the guarantee of the
 Guarantor of a Note; 

 
	
  

 	
  

 
	
  

 	
 “Guarantor” means American Express Credit
 Corporation and subject to Article 7, its Successor; 

 
	
  

 	
  

 
	
  

 	
 “Indebtedness” means any money borrowed
 and all liabilities, whether issued or assumed, in respect of money borrowed,
 whether or not evidenced by notes, debentures or other like written
 obligations to pay money, and all guarantees in respect of money 

 










- 4 -


	
  

 	
  

 
	
  

 	
 borrowed by third persons,
 whether or not evidenced by notes, debentures or other like written obligations
 of such third persons to pay money; 

 
	
  

 	
  

 
	
  

 	
 “Indenture”, “Trust Indenture”, “herein”,
 “hereby”, “hereof”, and similar expressions mean or
 refer to this Indenture and to any indenture, deed or instrument supplemental
 or ancillary hereto; and the expressions “Article”,
 “section”, “subsection” and “clause” followed by numbers or letters
 mean and refer to the specified Article, section, subsection or clause of
 this Indenture; 

 
	
  

 	
  

 
	
  

 	
 “Initial Interest Rate” has the meaning
 specified in section 2.2; 

 
	
  

 	
  

 
	
  

 	
 “Interest Payment Date” means any date
 upon which interest is payable in accordance with the terms of any Note
 provided that, if any Interest Payment Date would otherwise fall on a day
 which is not a Business Day, the Interest Payment Date shall be determined in
 accordance with subsection 2.2(k) hereof; 

 
	
  

 	
  

 
	
  

 	
 “Interest Period” means the period from
 and including the Original Issue Date of any Note to but excluding the first
 Interest Payment Date of such Note, and each period thereafter from and
 including one Interest Payment Date to but excluding the next following
 Interest Payment Date; 

 
	
  

 	
  

 
	
  

 	
 “Interest Reset Date” means, in respect of
 a Floating Rate Note, the date specified in such Note as the date upon which
 the interest rate shall be reset, provided however that if any Interest Reset
 Date for any Floating Rate Note is not a Business Day, such Interest Reset
 Date shall be the next day that is a Business Day unless otherwise specified
 in a Note; 

 
	
  

 	
  

 
	
  

 	
 “LIBOR Rate”, with respect to any Interest
 Period, means the London Interbank Offered Rate expressed on the Reuter’s
 LIBOR page as of a specified hour on the second Business Day prior to the
 Interest Reset Date or, in the event that such source is not available, on an
 equivalent source as determined by the Corporation; 

 
	
  

 	
  

 
	
  

 	
 “Maturity” when used with respect to any
 Note means the date on which the principal and all accrued and unpaid
 interest on such Note becomes due and payable as therein or herein provided,
 whether at the Stated Maturity or by declaration of acceleration, call for
 redemption or otherwise; 

 
	
  

 	
  

 
	
  

 	
 “Maturity Date” means the date of Maturity
 of any Notes; 

 
	
  

 	
  

 
	
  

 	
 “Maximum Interest Rate” means, with
 respect to Floating Rate Notes, a rate per annum specified as the Maximum
 Interest Rate in such Floating Rate Notes; 

 
	
  

 	
  

 
	
  

 	
 “Minimum Interest Rate” means, with
 respect to Floating Rate Notes, a rate per annum specified as the Minimum
 Interest Rate in such Floating Rate Notes; 

 
	
  

 	
  

 
	
  

 	
 “Note” means a note of the Corporation
 issued and certified under this Indenture and includes any and all notes
 represented by Global Notes issued and certified under this Indenture; 

 










- 5 -


	
  

 	
  

 
	
  

 	
 “Officers’ Certificate” when used with
 respect to the Corporation means a certificate signed by any one of the
 President, any Vice-President, the Secretary or the Treasurer of the
 Corporation; 

 
	
  

 	
  

 
	
  

 	
 “Original Issue Date” in respect of a
 Note, means the date on which the Note is originally issued, unless the Note
 (the “new Note”) is issued in
 replacement of another Note (the “old Note”),
 on a transfer, exchange or otherwise, in which case it shall mean the date on
 which the old Note was issued; 

 
	
  

 	
  

 
	
  

 	
 “Person” means any natural person,
 corporation, unlimited liability company, limited liability company, firm,
 partnership, joint venture or other unincorporated association, trust,
 government or governmental authority, and pronouns have a similar extended
 meaning; 

 
	
  

 	
  

 
	
  

 	
 “Prime Rate”, with respect to the Interest
 Period, means the rate of interest per annum quoted by the Bank of Montreal
 from time to time as its reference rate for Canadian dollar demand loans made
 to its commercial customers in Canada and which it refers to as its “prime rate”; 

 
	
  

 	
  

 
	
  

 	
 “Redemption Date” means, in respect of any
 redemption of Notes, the date (which shall be a Business Day) specified in
 the notice of such redemption as the date on which such Notes shall be
 redeemed; 

 
	
  

 	
  

 
	
  

 	
 “Registered Holder” or “Registered Noteholder” means the Person
 in whose name a Note is registered; 

 
	
  

 	
  

 
	
  

 	
 “Registered Holder’s Request” or “Registered Noteholders” “Request” means an instrument, signed in
 one or more counterparts by the Registered Holders of at least 25 per cent of
 the aggregate principal amount of the Notes then outstanding, requesting the
 Trustee to take some action or proceeding authorized under the terms of the
 Notes or hereunder; 

 
	
  

 	
  

 
	
  

 	
 “Spread” means, with respect to a Floating
 Rate Note, the rate expressed as a percentage per annum specified as the
 Spread, if any, in such Floating Rate Note; 

 
	
  

 	
  

 
	
  

 	
 “Spread Multiplier” means, with respect to
 a Floating Rate Note, the percentage specified as the Spread Multiplier, if
 any, in such Floating Rate Note; 

 
	
  

 	
  

 
	
  

 	
 “Stated Maturity” when used with respect
 to any Note means the date which shall be the date specified in such Note as
 the fixed date on which the principal of such Note is due and payable; 

 
	
  

 	
  

 
	
  

 	
 “Subsidiary” means any Person directly or
 indirectly controlled by another Person; and for the purposes of this
 definition, control includes beneficial ownership, directly or indirectly, of
 more than 50% of the outstanding Voting Stock of the controlled Person, and a
 Person shall be deemed beneficially to own shares beneficially owned by a
 Person controlled by him, her or it, and so on indefinitely; 

 
	
  

 	
  

 
	
  

 	
 “Successor” has the meaning attributed thereto
 in section 7.1; 

 










- 6 -


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 “Transferring Corporation” has the meaning
 attributed thereto in section 7.1; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 “Trustee” means Computershare Trust
 Company of Canada and its successors for the time being in the trusts hereby
 created; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 “United States” means the United States of
 America, including the States and the District of Columbia, its territories,
 its possessions and other areas within its jurisdiction; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 “United States Alien” has the meaning
 attributed thereto in Section 3.2; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 “Voting Stock” means capital stock the
 holders of which have general voting power under ordinary circumstances to
 elect at least a majority of the directors of a corporation, provided that
 capital stock which carries only a right to vote conditional on the happening
 of an event shall not be considered voting stock, whether or not such event
 has happened; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 “Withholding Tax Amount” has the meaning
 given to such term in the Administrative Agent Agreement; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 “Written Notice”, “Written Order” or “Written Request” means a written notice,
 order or request, respectively, signed in the name of the Corporation by the
 Chairman of the Board, the President, a Vice-President, the Secretary, the
 Treasurer, an Assistant Secretary or an Assistant Treasurer. 

 
	
  

 	
  

 	
  

 	
  

 
	
 Words importing the
 singular number include the plural and vice versa and words importing gender
 include the masculine, feminine and neuter genders. 

 
	
  

 	
  

 	
  

 	
  

 
	
 Any reference in this
 Indenture to any act or statute or section thereof shall be deemed to be a
 reference to such act or statute or section as amended or re-enacted from
 time to time. 

 
	
  

 	
  

 	
  

 	
  

 
	
 1.2

 	
 Meaning
 of “outstanding” for Certain Purposes 

 
	
  

 	
  

 	
  

 	
  

 
	
 Every Note shall be deemed
 to be outstanding until it shall be cancelled or delivered to the Trustee for
 cancellation, or until moneys or securities for the payment thereof shall be
 set aside under Article 6, provided that: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 where a new Note has been
 issued in substitution for a Note which has been lost, stolen or destroyed,
 only one of such Notes shall be counted for the purpose of determining the
 aggregate principal amount of Notes outstanding, and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 for the purpose of any
 provision of this Indenture entitling Registered Noteholders (or the proxy of
 such Registered Noteholders) of outstanding Notes to vote, sign consents,
 requisitions or other instruments or take any other action under this
 Indenture, Notes owned, directly or indirectly, legally or equitably by the
 Corporation or any Affiliate shall be disregarded except that 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 for the purpose of
 determining whether the Trustee shall be protected in relying on any such
 vote, consent, requisition or other action only those Notes with respect to
 which the Trustee has received a written notice to the effect that they are
 so owned shall be disregarded, and 

 










- 7 -


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 Notes so owned which have
 been pledged in good faith other than to the Corporation or any Affiliate
 shall not be so disregarded if the pledgee shall establish to the
 satisfaction of the Trustee the pledgee’s right to vote such Notes in its
 discretion free from the control of the Corporation or any Affiliate.

 
	
  

 	
  

 	
  

 	
  

 
	
 1.3

 	
 Interpretation
 not Affected by Headings, etc. 

 
	
  

 	
  

 	
  

 
	
 The division of this
 Indenture into Articles and sections, the provision of a Table of Contents
 and the insertion of headings are for convenience of reference only and shall
 not affect the construction or interpretation hereof. 

 
	
  

 	
  

 	
  

 	
  

 
	
 1.4

 	
 Applicable
 Law 

 
	
  

 	
  

 	
  

 	
  

 
	
 Except as otherwise
 specified, this Indenture and the Notes shall be governed by, and construed
 in accordance with, the laws of the Province of Ontario and the federal laws
 of Canada applicable therein and shall be treated in all respects as Ontario
 contracts. The Guarantee provided for in Article 3 hereof shall be governed
 by, and construed in accordance with, the laws of the State of New York. 

 
	
  

 	
  

 	
  

 	
  

 
	
 1.5

 	
 Invalidity
 of Provisions 

 
	
  

 	
  

 	
  

 	
  

 
	
 Save and except for any
 provision or covenant herein which is fundamental to the subject matter of
 this Indenture (including without limitation those that relate to the payment
 of monies), the invalidity or unenforceability of any provision or covenant
 hereof or herein contained will not affect the validity or enforceability of
 any other provision or covenant hereof or herein contained and any such invalid
 or unenforceable provision or covenant will be deemed to be separable. 

 
	
  

 	
  

 	
  

 	
  

 
	
 1.6

 	
 Language 

 
	
  

 	
  

 	
  

 	
  

 
	
 The parties hereto have
 required that this Indenture and all documents and notices related thereto
 and/or resulting therefrom be drawn up in the English language only. Les
 parties aux présentes ont exigé que la présente convention ainsi que tous les
 documents et avis qui s’y rattachent et/ou qui en découleront soient rédigés
 en langue anglaise seulement. 

 
	
  

 	
  

 	
  

 	
  

 
	
 1.7

 	
 Difference
 Between French and English Version 

 
	
  

 	
  

 	
  

 	
  

 
	
 In the event of any
 contradiction, discrepancy or difference between the English language version
 and the French language version of the texts of the forms of Notes, the
 English language version shall govern. 

 
	
  

 	
  

 	
  

 	
  

 
	
 1.8

 	
 Day Not a
 Business Day 

 
	
  

 	
  

 	
  

 	
  

 
	
 In the event that any day
 on which any action is required to be taken hereunder is not a Business Day,
 then such action, unless otherwise specified herein, shall be required to be
 taken on or before the requisite time on the first Business Day thereafter. 

 










- 8 -


	
  

 	
  

 
	
 1.9

 	
 Currency 

 
	
  

 	
  

 
	
 Unless otherwise noted,
 all dollar amounts expressed in this Indenture are expressed in Canadian
 dollars and all references to “$” shall mean to refer to Canadian dollars. 

 
	
  

 	
  

 
	
 1.10

 	
 Accounting
 Principles 

 
	
  

 	
  

 
	
 All accounting terms not
 specifically defined in this Indenture shall be interpreted in accordance
 with generally accepted accounting principles in the United States. Where the
 character or amount of any asset or liability or item of revenue or expense
 or amount of equity is required to be determined, or any consolidation or
 other accounting computation is required to be made for the purpose of this
 Indenture, such determination or calculation shall, to the extent applicable
 and except as otherwise specified herein or as otherwise agreed in writing by
 the parties, be made in accordance with generally accepted accounting
 principles in the United States. 

 


ARTICLE 2

THE NOTES


	
  

 	
  

 	
  

 	
  

 
	
 2.1

 	
 Amount
 Unlimited 

 
	
  

 	
  

 	
  

 	
  

 
	
 The aggregate principal
 amount of Notes which may be issued and certified hereunder is unlimited. 

 
	
  

 	
  

 	
  

 	
  

 
	
 2.2

 	
 Creation
 and Issue of Notes 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 The Corporation may from
 time to time authorize the creation of Notes hereunder in each case in fully
 registered form within the meaning of United States Temporary Treasury
 Regulation Section 5f.103-1(c)(1). For clarity and avoidance of doubt, the
 Trustee shall be entitled to assume for all purposes of this Indenture that
 any Note issued or to be issued by the Corporation under this Indenture has
 been or will be issued in fully registered form within the meaning of United
 States Temporary Treasury Regulation Section 5f.103-1(c)(1). It is understood
 and agreed, however, that the Trustee, the Corporation and the Guarantor
 shall co-operate in good faith with each other to ensure that that the
 book-entry system maintained by the Trustee for the purposes of determining
 the registered owner of the Notes complies with the requirements of such
 regulations. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Each Note to be issued
 hereunder shall bear its Original Issue Date and shall have a Stated Maturity
 greater than one year from the Original Issue Date. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c) 

 	
 (i)

 	
 Notes may be either
 interest-bearing or non-interest bearing and issued at a discount or at
 sub-market interest rates. Notes are issuable in integral multiples of the
 Authorized Denomination.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 The outstanding principal
 amount of each interest-bearing Note shall bear interest from its Original
 Issue Date, after as well as before Maturity, default and judgment (with
 interest on overdue interest), at either a fixed rate (a “Fixed Rate Note”) or a floating rate (a “Floating Rate Note”), as hereinafter
 provided. 

 










- 9 -


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 The outstanding principal
 amount of each Fixed Rate Note shall bear interest at the rate per annum
 specified in such Fixed Rate Note. Interest on each Fixed Rate Note shall be
 calculated and payable monthly, quarterly, semi-annually or annually on the
 dates specified in such Fixed Rate Note, and at Maturity, or on such other
 dates as may be agreed between the Corporation and the purchaser of a
 particular Note. With respect to the calculation of the amount of any
 payments made in respect of a Fixed Rate Note, both the Trustee and the
 Corporation shall independently calculate the amount of any such payments and
 compare with each other their respective calculations and thereafter agree
 upon the amount of the payments to be made in respect of a Fixed Rate Note as
 a result of such calculations. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

 	
 Unless otherwise specified
 in a particular Fixed Rate Note, for Fixed Rate Notes to be issued under this
 Indenture, interest shall accrue and be payable on such Fixed Rate Notes in
 arrears and in equal semi-annual instalments or if interest is to be
 calculated for a period shorter or longer than a semi-annual period, such
 interest will be computed on the basis of a 365 day year (regardless of the
 actual number of days in that year) and the actual number of days elapsed in
 that period. If the particular Fixed Rate Note specifies that interest shall
 be paid or calculated in a manner different than as set forth above, the
 Trustee shall be entitled to request that the Corporation deliver to the
 Trustee a Written Order specifying the manner in which interest is to be
 calculated and paid under the particular Fixed Rate Note. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (v)

 	
 The interest rate (the “Floating Interest Rate”) applicable to
 the outstanding principal amount of each Floating Rate Note in respect of
 each Interest Period (other than the initial Interest Period) for such
 Floating Rate Note shall be set by reference to (i) the BA Rate for such
 Interest Period, (ii) Prime Rate for such Interest Period, (iii) the LIBOR
 Rate for such Interest Period or (iv) some other commonly accepted reference
 point used in the Canadian debt market for the issuance of Floating Rate
 Notes, plus or minus the Spread, if any, specified in such Floating Rate
 Note, or multiplied by the Spread Multiplier, if any, specified in such
 Floating Rate Note; provided however that the Floating Interest Rate for any
 Interest Period shall not be more than the Maximum Interest Rate, if any,
 specified in such Floating Rate Note, and shall not be less than the Minimum
 Interest Rate, if any, specified in such Floating Rate Note. The interest
 rate (the “Initial Interest Rate”)
 applicable to the outstanding principal amount of each Floating Rate Note for
 the initial Interest Period shall be the rate per annum specified as such at
 the time of issue of such Floating Rate Note. Interest on the outstanding
 principal amount of each Floating Rate Note shall be payable in respect of
 each Interest Period on the earlier of the immediately following Interest
 Reset Date or at Maturity, or on such other dates as may be agreed to between
 the Corporation and the purchaser of a particular Note. With respect to the
 calculation of the amount of any payments made in respect of a Floating 

 










- 10 -


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Rate Note, both the
 Trustee and the Corporation shall independently calculate the amount of any
 such payments and compare with each other their respective calculations. After
 agreeing upon the amount of the payments to be made in respect of a Floating
 Rate Note as a result of such calculations, the Trustee shall be entitled to
 request that the Corporation provide a certificate to the Trustee setting
 forth the amount of the payments to be made in respect of each Floating Rate
 Note and the manner of such calculation. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (vi)

 	
 For purposes of this
 Indenture and the Notes, whenever interest is computed on the basis of a year
 (the “deemed year”) which
 contains fewer days than the actual number of days in the calendar year of
 calculation, such rate of interest shall be expressed as a yearly rate for
 purposes of the Interest Act
 (Canada) by multiplying such rate of interest by the actual number of days in
 the calendar year of calculation and dividing such product by the number of
 days in the deemed year. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 Except as set forth in
 section 2.23 of this Indenture and unless otherwise specified in a particular
 Note, a Note shall not be redeemable by the Corporation at its option prior
 to the Stated Maturity of such Note. A Note may specify that it is redeemable
 by the Corporation at its option prior to the Stated Maturity of such Note on
 such Redemption Date or Dates and at such price or prices (expressed as a
 percentage of the principal amount of such Note) as are specified in such
 Note, and such Note shall be redeemable upon payment in lawful money of
 Canada of the redemption price or prices therein specified for the principal
 amount thereof to be redeemed, together with accrued and unpaid interest to
 but excluding the Redemption Date. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 Unless otherwise specified
 in the Note, a Note shall not be repayable at the option of the Registered
 Holder of such Note prior to the Stated Maturity of such Note. A Note may specify
 that it is repayable, in whole or in part, at the option of the Registered
 Holder prior to the Stated Maturity of such Note on such date or dates and at
 such price or prices (expressed as a percentage of the principal amount of
 such Note) as are specified in such Note, together with accrued and unpaid
 interest thereon to but excluding the date of repayment. In order for a Note
 (which is by its terms is repayable at the option of the Registered Holder)
 to be repaid, the Trustee must receive, not less than 30 nor more than 45
 days prior to the date fixed for such repayment, at any of its principal
 offices during normal business hours in Toronto a duly completed “Option to
 Elect Repayment” form on the reverse of such Note. Any such notices shall be
 irrevocable. The repayment option may be exercised by the Registered Holder
 of a Note (which is by its terms repayable at the option of the Registered
 Holder) for less than the entire principal amount of the Note, provided that
 the principal amount which is to be repaid is equal to the Authorized
 Denomination or an integral multiple of the Authorized Denomination and
 provided that the portion of the principal amount of any Note not being
 repaid shall be at least $5,000. All questions as to the validity, eligibility
 (including time of receipt) and acceptance of any Note for repayment will be
 determined by the Trustee, whose determination will be final and binding. 

 










- 11 -


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 The Corporation shall have
 the right to purchase at any time Notes in the open market (which shall
 include any purchase from or through an investment dealer, or a firm holding
 membership on a recognized stock exchange) or by tender or by private
 contract. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (g)

 	
 Notes may be denominated
 in Canadian dollars, U.S. dollars, euros or any other currency or currencies,
 subject to compliance with all applicable legal and/or regulatory and/or
 central bank requirements. Payments in respect of Notes may, subject to
 compliance with the foregoing, be made in and/or linked to any currency or currencies
 in which such Notes are denominated. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (h)

 	
 Before the issue of any
 Notes the Corporation shall deliver to the Trustee a copy of any applicable
 supplement to the then current prospectus qualifying the issue of such Notes,
 shall execute and deliver to the Trustee a Written Order authorizing the
 issue of such Notes and setting out the terms thereof, and execute and
 deliver to the Trustee an Officer’s Certificate containing a statement that
 the conditions of this Indenture relating to the issuance, certificate and
 delivery of such Notes have been complied with, that no Event of Default has
 occurred and is continuing under this Indenture and that the Trustee, in
 accordance with Written Order, shall certify and deliver such Notes. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 Whenever any Notes shall
 have been authorized as aforesaid, such Notes may from time to time be
 executed by the Corporation and delivered to the Trustee and, subject to
 section 2.7, shall be certified by the Trustee or its duly appointed agent
 and delivered by it to or to the order of the Corporation without the Trustee
 receiving any consideration therefor. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (j)

 	
 Subject to the provisions
 of any Note, all Notes purchased or redeemed in whole or in part shall be
 forthwith delivered to and cancelled by the Trustee and may not be reissued
 or resold and no Notes shall be issued in substitution therefor. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (k)

 	
 Except as may be specified
 in a particular Note, if the due date for payment of any amount of principal
 or interest on a Note is not, at the place of payment, a Business Day, such
 payment will be made on the next Business Day and the Registered Holder of
 such Note shall not be entitled to any further interest or other payment in
 respect of such delay. 

 
	
  

 	
  

 	
  

 	
  

 
	
 2.3

 	
 No
 Additional Notes to be Issued During Default 

 
	
  

 	
  

 	
  

 	
  

 
	
 No Notes shall be issued,
 certified and delivered hereunder if there exists at the time an Event of
 Default under any of the provisions of this Indenture contemplated by Article
 5 hereof and no waiver of such Event of Default has occurred. 

 
	
  

 	
  

 	
  

 	
  

 
	
 2.4

 	
 Concerning
 Interest 

 
	
  

 	
  

 	
  

 	
  

 
	
 Wherever in this Indenture
 there is mention in any context of the calculation or payment of interest,
 such mention shall be deemed to include mention of the calculation or payment
 of interest on amounts in default to the extent that, in such context, such
 interest is, was or would be payable and express mention of interest on
 amounts in default in any provisions hereof shall not 

 










- 12 -


	
  

 	
  

 
	
 be construed as excluding
 such interest in those provisions hereof where such express mention is not
 made. 

 
	
  

 	
  

 
	
 2.5

 	
 Transfer
 Through Book-Based System 

 
	
  

 	
  

 
	
 At the Corporation’s
 option, any or all Notes issued hereunder may be represented in the form of
 fully registered Global Notes held by, or on behalf of, CDS as custodian of
 the Global Notes (for its participants) and registered in the name of CDS or
 its nominee, and it is expressly acknowledged that any registrations of
 ownership and transfers of such Notes will be made only through the
 Book-Based System. Notes shall in all cases be issued in fully registered
 form as provided in United States Temporary Treasury Regulation Section
 5f.103-1(c)(1). 

 
	
  

 	
  

 
	
 The rights of the holder
 of any interest in the Note represented by a Global Note shall be exercised
 through CDS and shall be limited to those established by applicable law and
 agreements between CDS and its participants and between such participants and
 holders of such interest. Accordingly, subject to Section 2.11 hereof,
 neither the Corporation nor the Trustee shall be under any obligation to
 deliver, nor shall the holder of such interest have any right to require the
 delivery of, a certificate evidencing a Note to the holder of the interest in
 such Note. 

 
	
  

 	
  

 
	
 2.6

 	
 Execution
 of Notes 

 
	
  

 	
  

 
	
 The Notes shall be signed
 by any one of the President, Chief Executive Officer, Chief Financial
 Officer, Vice-President, the Secretary, any Assistant Secretary, the
 Treasurer or any Assistant Treasurer of the Corporation. The signature of any
 such officer may be reproduced in facsimile and Notes bearing such facsimile
 signatures shall be binding upon the Corporation as if they had been manually
 signed by any such officer. Notwithstanding that any individual whose manual
 or facsimile signature appears on any Note as one of such officers may no
 longer hold office at the date of this Indenture or at the date of such Note
 or at the date of certification and delivery thereof, any Note signed as
 aforesaid shall be valid and binding upon the Corporation. 

 
	
  

 	
  

 
	
 2.7

 	
 Certification
 by the Trustee 

 
	
  

 	
  

 
	
 No Note shall be issued
 or, if issued, shall be obligatory or entitle the holder to the benefit
 hereof until it has been certified by or on behalf of the Trustee
 substantially in the form of the certificate set out in Schedule A
 hereto or in some other form approved by the Trustee and such certification
 by the Trustee upon any Note shall be conclusive evidence that the Note so
 certified has been duly issued hereunder and is a valid obligation of the
 Corporation. 

 
	
  

 	
  

 
	
 The certificate of the
 Trustee on Notes issued hereunder shall not be construed as a representation
 or warranty by the Trustee as to the validity of this Indenture or of the
 Notes (except the due certification thereof) or of the Corporation’s
 compliance with its covenants and obligations hereunder and the Trustee shall
 in no respect be liable or answerable for the use made of the Notes or any of
 them or of the proceeds thereof. In connection with the certification and
 delivery of Notes pursuant to this Article 2, the Trustee shall not be bound
 to make any inquiry or investigation as to the correctness of the matters set
 out in any of the resolutions, certificates, opinions or other documents
 required by the provisions of this Indenture but the Trustee is entitled to
 act and rely upon the same except to the extent they know they are false. The
 Trustee may, however, in its discretion acting reasonably, require further
 proof in cases where it deems further proof desirable. 

 










- 13 -


	
  

 	
  

 
	
 2.8

 	
 Registration
 of Notes 

 
	
  

 	
  

 
	
 The Person in whose name
 any Note shall be registered shall be deemed the owner thereof for all
 purposes of this Indenture, subject to the provisions hereof and except as
 otherwise required by law. The Corporation shall cause to be kept by and at
 the principal office of the Trustee in the City of Toronto, a securities
 register in which shall be entered the names and addresses of Registered
 Holders of Notes and the other particulars, prescribed by law, of the Notes
 held by them respectively. For so long as any Notes are transferable only
 through the Book-Based System, “CDS & Co.” (or such other name as CDS may
 use from time to time as its nominee name for purposes of the Book-Based
 System) shall appear as the only Registered Holder of such Notes on such
 register. The Trustee shall have the right to treat each Person whose name
 appears on such register as the owner of Notes having face amounts and
 Maturity Dates as indicated on such register in respect of such Person and
 for all purposes of this Indenture. Accordingly, the Trustee shall not be
 bound to recognize any transfer, pledge or other disposition of a Note or any
 attempt to transfer, pledge or dispose of a Note, or any beneficial interest
 or equitable or other right or claim with respect thereto, whether or not the
 Trustee shall have actual or other notice thereof, unless such Note shall
 have been transferred on the register. The Corporation shall also cause to be
 kept by and at the principal office of the Trustee in the City of Toronto,
 the register of transfers, and may also cause to be kept by the Trustee or
 such other registrar or registrars and at such other place or places as the
 Corporation may designate with the approval of the Trustee, branch registers
 of transfers in which shall be recorded the particulars of the transfers of
 Notes, registered in that branch register of transfers. No transfer of a Note
 shall be valid unless made on one of the appropriate registers by the
 Registered Holder or his executors or administrators or other legal
 representatives or his or their attorney duly appointed by an instrument in
 writing in form and execution satisfactory to the Trustee upon compliance
 with such requirements as the Trustee and/or other registrar may prescribe,
 and unless such transfer shall have been duly noted on such Note by the
 Trustee or other registrar. 

 
	
  

 	
  

 
	
 The registers referred to
 in this section shall at all reasonable times be open for inspection by the
 Corporation, by the Trustee and by any Registered Holder. 

 
	
  

 	
  

 
	
 Except in the case of the
 registers required to be kept at the City of Toronto, the Trustee shall have
 power at any time to close any branch register of transfers upon which the
 registration of any Notes appears. 

 
	
  

 	
  

 
	
 The Trustee shall, when
 requested to do so by the Corporation, furnish the Corporation with a list of
 the names and addresses of the Registered Holders of Notes showing the
 principal amounts of such Notes held by each Registered Holder. 

 
	
  

 	
  

 
	
 2.9

 	
 Transfers
 of Notes 

 
	
  

 	
  

 
	
 Subject to
 sections 2.5 and 2.11, Notes shall be fully transferable as between Persons
 in any manner as may be permitted by, or accomplished by operation of law.
 Any Person transferring a Note in any manner shall be deemed to have assigned
 to the transferee all of his rights under this Indenture with respect to such
 Note. All transferees of Notes shall be deemed to have received and accepted
 such assignment and shall, by acquiring a Note, be deemed to have agreed to
 be bound by the provisions of this Indenture. In connection with any such
 assignment, the Trustee hereby expressly and irrevocably waives any
 requirement that the transferor of any such Note be joined in any action or
 proceeding taken by the transferee thereof to enforce such transferee’s 

 











- 14 -


rights against
the Trustee hereunder. Notwithstanding the foregoing, no transfer shall be
registered by the Trustee during the fifteen days immediately preceding any
date fixed for redemption or payment of interest or principal on any Note. 


The Registered
Holder of a Note may at any time and from time to time have such Note
transferred at any of the places at which a register of transfer is kept
pursuant to the provisions of this section and in accordance with such
reasonable regulations or requirements as the Trustee may prescribe, and upon
payment of a reasonable fee to be fixed by the Trustee. 


The Trustee
and/or any registrar for any of the Notes and/or the Corporation shall not be
charged with notice of or be bound to see to the execution of any trust,
whether express, implied or constructive, in respect of any Note and may
transfer any Note on the direction of the Registered Holder thereof, whether
named as trustee or otherwise, as though that Person were the beneficial owner
thereof. 


	
  

 	
  

 
	
 2.10

 	
 Form of Notes 

 



It is
acknowledged and agreed that, at the Corporation’s option, any or all Notes
issued hereunder may be represented in the form of Global Notes, registered in
the name of “CDS & Co.” as contemplated by, and subject to, section 2.5. 


All Global
Notes and Notes not represented by Global Notes shall be issued in registered
form only and shall be substantially in the form set forth in Schedule A
hereto, with such additions, omissions, substitutions and modifications thereto
as the Corporation, with the consent of the Trustee (which consent shall not be
unreasonably withheld), may from time to time approve. Each such Note shall be
serially numbered or numbered in such a way so as to be able to identify the
issuance of securities to which the Note pertains, shall bear such legends as
the Corporation may direct and shall be signed manually on behalf of the
Trustee by a duly authorized officer of the Trustee. No such Note shall be
issued or, if issued, shall be valid or binding on the Corporation until it has
been signed as aforesaid. Any such Note so issued and signed (and Notes
represented by Global Notes so issued and signed) shall be valid and binding
upon the Corporation and shall entitle the holder thereof to all benefits of
this Indenture. Notes shall be issued only in face amounts which are equal to
or in excess of the Authorized Denomination. Each Note shall constitute
evidence of the rights and legal title of the holder in respect of a Note, and
the other rights accorded hereunder to holders and the duty of the Trustee to
perform its obligations hereunder. 


	
  

 	
  

 
	
 2.11

 	
 End of Book-Based System 

 



If: 


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 (i) the
 Corporation and the Trustee determine CDS is unwilling or unable to continue
 as depositary in connection with the Global Notes or (ii) at any time CDS
 ceases to be a clearing agency or otherwise ceases to be eligible to be a
 depositary, and in each case the Corporation and the Trustee are unable to
 locate a qualified successor within a reasonable period of time; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 the Corporation
 elects to terminate the Book-Based System through CDS for any reason
 (including, without limitation, in circumstances where the Corporation 

 










- 15 -


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 considers it
 impracticable or inefficient to effect any distribution of the Notes through
 the Book-Based System or through the facilities of CDS); or

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 termination
 of the Book-Based System through CDS is required by applicable law; 

 



then the
Corporation, with the consent of the Trustee, which consent shall not be
unreasonably withheld, shall have the right to allow Notes to be issued to
holders other than CDS and its nominee(s) and/or to allow transfers of Notes
other than within the Book-Based System and/or to allow any payments or
distributions required to be made hereunder to be made other than to CDS or to
be distributed other than through the Book-Based System, provided, however,
that any such Notes shall only be issued in fully registered form within the
meaning of United States Temporary Treasury Regulation Section 5f.103-1(c)(1).
The Trustee, upon receiving written notice of such event, shall notify CDS for
and on behalf of participants in the Book-Based System that the Notes will be
represented by Definitive Notes. CDS will then surrender all Global Notes along
with written instructions to the Trustee as to the participants in whose name
the Definitive Notes are to be registered and delivered and the authorized
denominations of the Definitive Notes to be registered in the name of each such
participant whereupon Definitive Notes shall be issued by the Corporation and
registered and delivered in accordance with the written instructions of CDS
upon surrender of the Global Notes. 


	
  

 	
  

 
	
 2.12

 	
 Person Entitled to Payment 

 






	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Payment of
 or on account of the principal, interest, premium (if any) and other amounts
 payable under the Notes shall be made only to or upon the order of the
 Registered Holder thereof and such payment shall be a good and sufficient
 discharge to the Trustee, any registrar of the Notes and to the Corporation
 and any paying agent for the amount so paid. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Unless and
 until such time as the Corporation shall notify the Trustee that it has
 appointed a paying agent other than the Trustee or any of its affiliates, the
 Trustee shall be the paying agent on behalf of the Corporation hereunder. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 For clarity
 and avoidance of doubt, any payment to be made by the Trustee hereunder to
 any Registered Holder of a Note shall be made net of any amount to be
 deducted or withheld by applicable law from such payment as more fully set
 forth in Section 2.24 hereof. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 For so long
 as the Trustee is acting as paying agent hereunder, if the Notes are not
 registered solely in the name of “CDS & Co.” (or such other name as CDS
 may use from time to time as its nominee name for purposes of the Book-Based
 System), the Corporation shall, at least three (3) Business Days prior to
 each Interest Payment Date, deliver or cause to be delivered to the principal
 office of the Trustee in the City of Toronto a certified cheque or wire transfer
 of immediately available funds of the amount of interest payable on the Notes
 on such Interest Payment Date. In such case, the Trustee, upon receipt of the
 funds, shall pay on the Interest Payment Date (net of any amounts to be
 withheld by applicable law) to each Registered Holder at the address
 appearing in the securities register maintained by the Trustee, or, in the
 case of joint Registered 

 










- 16 -


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Holders, to
 the address of the joint Registered Holder whose name appears first in the
 securities register maintained by the Trustee, the amount of interest payable
 on the Notes on such Interest Payment Date. Any interest earned on funds
 delivered by the Corporation to the Trustee before such funds are paid to the
 Registered Holders will belong to the Corporation and shall be paid to the
 Corporation by the Trustee. The delivery of funds by the Corporation to the
 Trustee as set forth above shall satisfy and discharge any liability the
 Corporation may have for the payment of interest due upon the Notes on such
 Interest Payment Date to the extent of the sums represented thereby.

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 For so long
 as the Trustee is acting as paying agent hereunder, if the Notes are
 registered solely in the name of “CDS & Co.” (or such other name as CDS
 may use from time to time as its nominee name for purposes of the Book-Based
 System) and represented by one or more Global Notes, the Corporation shall,
 either (i) at least one (1) Business Day prior to each Interest Payment Date,
 deliver or cause to be delivered to the principal office of the Trustee in
 the City of Toronto by wire transfer of immediately available funds the
 amount of interest payable on the Notes on such Interest Payment Date or (ii)
 at least two (2) Business Days prior to each Interest Payment Date, deliver
 or cause to be delivered to the principal office of the Trustee in the City
 of Toronto a certified cheque for the amount of interest payable on the Notes
 on such Interest Payment Date payable to the order of the Trustee and
 negotiable at par. In either such case, the Trustee, upon receipt of the
 funds, shall pay on the Interest Payment Date to an account designated by CDS
 the amount of interest payable on the Notes on such Interest Payment Date (net of any amounts to be withheld by
 applicable law including, without limitation, the Withholding Tax Amount to
 be remitted by the Trustee to the United States Internal Revenue Service in
 accordance with the Administrative Agent Agreement). Any interest earned on
 funds delivered by the Corporation to the Trustee before such funds are paid
 to CDS will belong to the Corporation and shall be paid to the Corporation by
 the Trustee. The delivery of funds by the Corporation to the Trustee as set
 forth above shall satisfy and discharge any liability the Corporation may
 have for the payment of interest due upon the Notes on such Interest Payment
 Date to the extent of the sums represented thereby. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 For so long
 as the Trustee is acting as paying agent hereunder, the Corporation shall at
 least one (1) Business Day immediately prior to the Maturity Date or
 Redemption Date, as applicable, for any Notes outstanding from time to time
 under this Indenture, deliver or cause to be delivered to the principal
 office of the Trustee in the City of Toronto (i) a certified cheque or wire
 transfer of immediately available funds of the amounts payable pursuant to
 the Notes on the Maturity Date or Redemption Date, as applicable, and (ii) a
 Written Direction specifying the payments to be made. The Trustee, upon
 receipt of the funds, shall pay on the Maturity Date or the Redemption Date,
 as applicable, to the Registered Holder of a Note entitled to receive payment
 on such Maturity Date or Redemption Date, as applicable, the amount payable
 on such Notes on such dates (net of any amounts to be withheld by applicable
 law) in each case upon surrender of such Note to the Trustee. Any interest
 earned on funds delivered by the 

 










- 17 -


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Corporation
 to the Trustee before such funds are paid to the Registered Holder will
 belong to the Corporation and shall be paid to the Corporation by the
 Trustee. The delivery of such funds by the Corporation to the Trustee as set
 forth above shall satisfy and discharge any liability the Corporation may
 have for the payment of principal, interest, premium (if any) and any other
 amounts payable on such Notes to the extent of the sums represented thereby.

 
	
  

 	
  

 	
  

 
	
  

 	
 (g)

 	
 Notwithstanding
 any other provision of this Agreement, the Corporation may, in lieu of
 delivering or causing to be delivered the necessary funds for payment of
 principal, interest, premium (if any) or other amounts due on such Notes,
 enter into an agreement with a Registered Holder (or with the Person for whom
 such Registered Holder is acting as nominee) providing for the payment to
 such Registered Holder of the principal, interest, premium (if any) or other
 amounts payable to the Registered Holder by any other method or at a place or
 places other than the place or places specified herein or specified in such
 Notes as the place or places for such payment and shall provide to the
 Trustee a certified copy of, or relevant extract from, any such agreement.
 Any payment of the principal, interest, premium (if any) and other amounts
 payable on any such Note at such other place or places pursuant to such
 agreement shall, notwithstanding any other provision of this Indenture, be
 valid and binding on the Corporation, the Trustee and the relevant Registered
 Holders and shall satisfy and discharge any liability the Corporation may
 have for the payment of principal, interest, premium (if any) and any other
 amounts payable on such Notes to the extent of the sums represented thereby. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (h)

 	
 For so long
 as the Trustee is acting as paying agent hereunder, the Trustee may obtain
 and the Corporation shall provide to the Trustee, if so requested, a Written
 Order specifying payments to be made and in the event of a Floating Rate
 Note, a Written Order setting out the calculation of the interest payable on
 any Interest Payment Date in accordance with the requirements of Section 2.2.
 The Trustee shall be entitled to rely absolutely upon such Written Orders. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 All payments
 in excess of $25 million in Canadian dollars (or such other amount as
 determined from time to time by the Canadian Payments Association) made by
 the Corporation shall be made by the use of the Large Value Transfer System
 (“LVTS”) and in the event that payment must be made to CDS by the Trustee,
 the Corporation shall remit payment to the Trustee by LVTS. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (j)

 	
 The Trustee
 shall have no obligation to disburse funds hereunder unless it has received
 written confirmation satisfactory to it that the funds have been deposited
 with it in sufficient amount to pay in full all amounts due and payable with
 respect thereto. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (k)

 	
 If the
 Trustee is not acting as paying agent for the Notes, the Corporation shall
 provide written confirmation of the payment of principal, interest, premium
 (if any) and other amounts due under the particular Note to the Trustee
 within five (5) Business Days after each payment has been made.

 










- 18 -


	
  

 	
  

 
	
 2.13

 	
 Replacement of Notes 

 



If any of the
Notes shall become mutilated or defaced, or be lost, stolen or destroyed and in
the absence of written notice that such Notes have been acquired by a bona fide
purchaser (as defined in the Business
Corporations Act (Ontario)), the Corporation shall issue and
thereupon the Trustee shall certify and deliver a new Note upon surrender and
cancellation of the mutilated Note, or in the case of a lost, stolen or
destroyed Note, in lieu of and in substitution of the same, and the substituted
Note shall be of like date and tenor as the one to be replaced and the new Note
shall be in a form approved by the Trustee and the new Note shall be entitled
to the benefit hereof and rank equally in accordance with its terms with all
other Notes issued hereunder. 


The applicant
for the issue of a new Note shall bear the cost of the issue thereof and in
case of loss, destruction or theft shall, as a condition precedent to the issue
thereof, furnish to the Corporation and the Trustee such evidence of ownership
and of the loss, destruction or theft of the Note so lost, destroyed or stolen
as shall be satisfactory to the Corporation and the Trustee in their discretion
and such applicant shall also be required to furnish indemnity and security
therefor in amount and form satisfactory to the Corporation and the Trustee in
their discretion, and shall pay the reasonable charges of the Corporation and
the Trustee in connection therewith. 


	
  

 	
  

 
	
 2.14

 	
 Exchange of Notes 

 



Notes in any
denomination may be exchanged at any time for Notes of the same aggregate
principal amount in any other Authorized Denomination. All Notes surrendered
for exchange shall be cancelled. 


The party
requesting any exchange pursuant to this section 2.14 shall, as a condition
precedent to such exchange, reimburse the Trustee for any stamp tax or
governmental charge required to be paid in respect of such exchange or the
related issue of Notes and in addition pay the Trustee a reasonable charge for
its services for each Note exchanged or transferred and a reasonable charge for
every Note issued upon such exchange or transfer, and payment of such charges
shall be made by the party requesting such exchange or transfer as a condition
precedent thereto. 


	
  

 	
  

 
	
 2.15

 	
 Rank 

 



The Notes are
direct unsecured and unsubordinated obligations of the Corporation ranking pari passu with all other current and
future unsecured and unsubordinated Indebtedness of the Corporation. 


	
  

 	
  

 
	
 2.16

 	
 Notice to Holders 

 



All notices to
be given hereunder with respect to the holders of Notes shall be deemed to be
validly given to the holders of Notes if sent by mail, postage prepaid, by
letter or circular addressed to the Registered Holders at their post office
addresses appearing in the central register hereinbefore mentioned. However, if
any notice so given would be unlikely to reach the Registered Holders to whom
it is addressed in the ordinary course of post by reason of an interruption in
mail service, whether at the place of dispatch or receipt or both, the
Corporation shall give such notice by publication once (twice in the case of a
notice of a meeting of Registered Noteholders) in each of Toronto, Montreal and
Vancouver (or in such of these cities as, in the opinion of the Trustee, is
sufficient in the particular circumstances) each such 






- 19 -


publication to
be made in a daily newspaper of general circulation in the designated city
published in the French language, in the case of Montreal, and in the English
language, in the case of Toronto and Vancouver or in such other cities as the
Trustee may deem necessary, and approved by the Trustee. Any notice so given by
mail shall be deemed to have been given on the day of mailing. Any notice so
given by publication shall be deemed to have been given on the day on which
publication shall have been effected at least once in each of the newspapers in
which publication was required. Accidental error or omission in giving notice
or accidental failure to mail notice to any Registered Holder shall not
invalidate any action or proceeding founded thereon. 


In determining
under any provision hereof the date when notice of any meeting, redemption or
other event must be given, the date of giving the notice shall be included and
the date of the meeting, redemption or other event shall be excluded when
counting the number of days in any period of time. 


	
  

 	
  

 
	
 2.17

 	
 Notice to the Trustee 

 



Any notice to
the Trustee under any provision of this Indenture shall be valid and effective
if delivered to the Trustee or if sent by registered mail, postage prepaid, or
by transmittal by facsimile or other electronic means of communication
addressed to the Trustee at 100 University Avenue, Toronto, Ontario M5J 2Y1
Attention: Manager, Corporate Trust, facsimile: (416) 981-9788. Any notice
given by personal delivery shall be deemed to have been given on the day upon
which it was so delivered or if made or given by facsimile or other electronic
means of communication, on the first Business Day following transmittal. Any notice
given by registered mail shall be deemed to have been given three Business Days
after the day upon which it was so mailed. 


	
  

 	
  

 
	
 2.18

 	
 Notice to the Corporation 

 



Any notice to
the Corporation under any provision of this Indenture must be in writing and may
be made or given by personal delivery, by registered mail, postage prepaid, or
by transmittal by facsimile or other electronic means of communication
addressed to the Corporation at 101 McNabb Street, Markham, Ontario L3R 4H8,
Attention: Treasurer, telephone: (905) 474-8000, facsimile: (905) 940-7689. Any
notice given by personal delivery shall be deemed to have been given on the day
upon which it was so delivered or if made or given by facsimile or other
electronic means of communication, on the first Business Day following
transmittal. Any notice given by registered mail shall be deemed to have been
given three Business Days after the day upon which it was so mailed. 


	
  

 	
  

 
	
 2.19

 	
 Notice to the Guarantor 

 



Any notice to
the Guarantor under any provision of this Indenture must be in writing and may
be made or given by personal delivery, by registered mail, postage prepaid, or
by transmittal by facsimile or other electronic means of communication
addressed to the Guarantor at One Christina Centre, 301 N. Walnut Street, Suite
1002, Wilmington, Delaware, 19801-2919, Attention: President, telephone: (302)
594-3350, facsimile: (302) 571-8073. Any notice given by personal delivery
shall be deemed to have been given on the day upon which it was so delivered or
if made or given by telex, facsimile or other electronic means of
communication, on the first 








- 20 -

Business Day
following transmittal. Any notice given by registered mail shall be deemed to
have been given three Business Days after the day upon which it was so mailed. 


	
  

 	
  

 
	
 2.20

 	
 Change in Address 

 



Either the
Corporation, the Guarantor, or the Trustee may from time to time notify the
others of a change in address or facsimile number which thereafter, until
changed by like notice, shall be the address or facsimile number of that party
for all purposes of this Indenture. 


	
  

 	
  

 
	
 2.21

 	
 Mail Service Interruption 

 



If by reason
of any interruption of mail service, actual or threatened, any notice to be
given to the Trustee or to the Corporation or to the Guarantor would be
unlikely to reach its destination in a timely manner, such notice shall be
valid and effective only if delivered to the party to which it is addressed or
if sent to such party, at the appropriate address in accordance with sections
2.17, 2.18 and 2.19, as the case may be, by facsimile or other means of prepaid
transmitted or recorded communication. 


	
  

 	
  

 
	
 2.22

 	
 Right to Receive Indenture 

 



Any holder of
a Note shall be entitled to obtain on request and upon payment of a reasonable
copying charge, a copy of this Indenture from the Corporation. 


	
  

 	
  

 
	
 2.23

 	
 Tax Redemption 

 



All Notes may
be redeemed, at the option of the Corporation, as a whole but not in part, at
any time prior to the Notes’ Stated Maturity, upon the giving of a notice of
redemption as described below, at a redemption price (except as otherwise
specified herein or in the applicable Note) equal to 100% of the principal
amount thereof, together with accrued interest to the date fixed for
redemption, or, in the case of original issue discount Notes (if any), at 100%
of the portion of the face amount thereof that has accreted to the date of
redemption, if the Corporation determines that, as a result of any change in or
amendment to the laws (or any regulations or rulings promulgated thereunder) of
the United States or of any political subdivision or taxing authority thereof
or therein affecting taxation, or any change in official position regarding the
application or interpretation of such laws, regulations or rulings, which
change or amendment becomes effective on or after the date of issuance of the
first tranche of Notes (if sold on an agency basis) or the date on which a
Dealer acting as principal agreed to purchase such tranche of Notes, the
Corporation or the Guarantor, as the case may be, has or will become obligated
to pay Additional Amounts (as defined below) with respect to such Notes. Prior
to the giving of any notice of redemption pursuant to this paragraph, the
Corporation or the Guarantor, as the case may be, shall deliver to the Trustee
(i) a certificate stating that the Corporation is entitled to effect such
redemption and setting forth a statement of facts showing that the conditions
precedent to the right of the Corporation to so redeem have occurred, and (ii)
an opinion of counsel satisfactory to the Trustee to such effect based on such
statement of facts; provided that no such notice of redemption shall be given
earlier than 90 days prior to the earliest date on which the Corporation or the
Guarantor, as the case may be, would be obligated to pay such Additional
Amounts if a payment in respect of such Notes were then due. Notice of
redemption will be given to the holder of the Notes not less than 30 nor more
than 60 days prior to the date fixed for redemption, which date and the
applicable redemption price will be specified in the notice. 






- 21 -


	
  

 	
  

 
	
 2.24

 	
 Withholding Rights 

 



The
Corporation, the Guarantor and the Trustee shall be entitled to deduct and
withhold from any amount payable to any holder of a Note such amounts as the
Corporation, the Guarantor or the Trustee is required to deduct and withhold
with respect to such payment under applicable law or the interpretation thereof
by the applicable governmental authority. To the extent that amounts are so
withheld, such withheld amounts shall be treated for all purposes as having
been paid to the holder of the Note in respect of which such deduction and
withholding was made, provided that such withheld amounts are actually remitted
to the appropriate taxing authority. Unless specifically provided in section
3.2(l) or 4.1(b) of this Indenture, no Additional Amounts will be payable in
respect of such withheld amounts. 


ARTICLE 3

GUARANTEE


	
  

 	
  

 
	
 3.1

 	
 Interpretation and Applicable Law 

 



This Guarantee
shall be governed and construed in accordance with the laws of the State of New
York. 


	
  

 	
  

 
	
 3.2

 	
 Guarantee of Notes 

 






	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 The
 Guarantor covenants with the Trustee for the benefit of each holder of Notes
 that it hereby unconditionally guarantees the due and punctual payment of the
 principal amount of, premium (if any including, without limitation, any
 redemption premium, if any) on, interest on (including, in case of default,
 interest on the amount in default) and any Additional Amounts (as defined
 below) in respect of each Note when and as the same shall become due and
 payable, whether at their respective due dates or on declaration or
 otherwise, in accordance with the terms of such Note and of this Indenture
 provided, however, that payment of interest on overdue instalments of
 interest is hereby guaranteed only to the extent permitted by applicable law
 and provided further that any payments to be made by the Guarantor hereunder
 shall not be reduced by any remuneration, expenses, disbursements or advances
 which may be applied by the Trustee in accordance with Section 5.9(a). In the
 case of default by the Corporation in the payment of any such principal,
 premium, if any, interest or any Additional Amounts payable to the Registered
 Holder of a Note, the Guarantor agrees duly and punctually to pay the same on
 demand. Reference to the “Guarantee”
 herein refers to the guarantee provided for by the Guarantor in this Article
 3 and includes any guarantee endorsed on a Note pursuant to Section 3.3
 hereof. The Guarantee is a guarantee of payment and not of collection. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 The
 Guarantee is a direct and unsecured and unsubordinated obligation of the
 Guarantor ranking pari passu
 will all other current and future unsecured and unsubordinated debt of the
 Guarantor. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 In the case
 of default by the Corporation, the Trustee shall not be bound or obligated to
 proceed against the Corporation or to take any other action before being
 entitled to demand payment from the Guarantor hereunder. The Guarantor 

 










- 22 -


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 hereby
 waives any requirement that the Trustee protect, secure, perfect or insure
 any security interest or lien on any property subject thereto or exhaust any
 right or take any action against any person or any collateral (including any
 rights relating to marshalling of assets).

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 The Guarantor
 hereby waives diligence, presentment, demand of payment, filing of claims
 with a court in the event of an arrangement, merger, amalgamation, insolvency
 or bankruptcy of the Corporation, protest or notice with respect to any Note
 or the indebtedness evidenced thereby and all demands whatsoever, and
 covenants that its obligations under this Article 3 and the Guarantee will
 not be discharged as to any Notes except by payment in full of the principal,
 premium, if any, Additional Amounts, if any, and interest to Registered
 Holders of such Notes. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 The
 obligation of the Guarantor under this Indenture and the Guarantee shall be a
 continuing obligation and a fresh cause of action hereunder shall be deemed
 to arise in respect of each default by the Corporation in the payment of
 principal, premium, if any, interest or any Additional Amounts. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 The
 Guarantor shall not be or become liable under the Guarantee to make any
 payment of principal, premium, if any, interest or Additional Amounts in
 respect of which the Corporation shall be in default if the default of the
 Corporation in respect of which the Guarantor would otherwise be or become
 liable under the Guarantee shall have been waived or directed to be waived
 pursuant to the provisions contained in this Indenture, provided, however,
 that no waiver or consent of any kind whatsoever shall release, alter or
 impair the unconditional obligations of the Guarantor hereunder after giving
 effect to such waiver or consent. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (g)

 	
 The
 Guarantor shall be subrogated to all rights of the Registered Holder of each
 Note and the holders of any interest therein against the Corporation in
 respect of any amount paid by the Guarantor under this Indenture or pursuant
 to the provisions of the Guarantee, provided, however, that the Guarantor
 shall not be entitled to enforce, or to receive any payments arising out of
 or based upon, such right of subrogation until the principal of and premium,
 if any, interest and Additional Amounts on all Notes issued under this
 Indenture shall have been paid in full. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (h)

 	
 No remedy
 for the enforcement of the rights of the Registered Holder of any Note to
 receive payment of principal, premium, if any, interest and/or Additional
 Amounts on any Note in accordance with the terms under such Note, the
 Guarantee endorsed on such Note, and under this Indenture shall be exclusive
 of or dependent on any other remedy. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 If any
 moneys become payable by the Guarantor hereunder, the Trustee shall be
 entitled to enforce and receive payment thereof by the Guarantor, for the
 benefit of the Registered Holders of the Notes, and shall be entitled to
 recover judgment against the Guarantor for any portion of the same remaining
 unpaid. The whole 

 










- 23 -


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 of the
 moneys from time to time received by the Trustee hereunder shall be applied
 by the Trustee in accordance with the provisions of this Indenture.

 
	
  

 	
  

 	
  

 
	
  

 	
 (j)

 	
 The
 liability of the Guarantor to the extent herein set forth shall be absolute
 and unconditional irrespective of: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 any lack of
 validity or enforceability of any agreement between the Corporation and the
 Trustee and each Registered Holder of a Note or of the Guarantee of any other
 guarantor of the obligations; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 any
 impossibility, impracticability, frustration of purpose, illegality, force
 majeure or act of government; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 the
 bankruptcy, winding-up, liquidation, dissolution or insolvency of the
 Corporation or any other guarantor or person or the amalgamation of or any
 change in the status, function, control or ownership of, the Corporation, the
 Guarantor, the Trustee or any other person; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

 	
 any lack or
 limitation of power, incapacity or disability on the part of the Corporation
 or of the directors, partners or agents thereof or any other immaterial
 irregularity, defect or informality on the part of the Corporation in its
 obligations to the Trustee and each Registered Holder of Notes; or 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (v)

 	
 any other
 law, regulation or order that might otherwise constitute a defence available
 to, or a discharge of, the Corporation in respect of any or all of its
 obligations hereunder. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (k)

 	
 The
 Guarantee shall continue to be effective or be reinstated, as the case may
 be, if at any time any payment of any principal, premium (if any), interest
 or any Additional Amounts payable to the Registered Holders of the Notes is
 rescinded or must otherwise be returned by the Trustee or any Registered
 Holder of the Notes upon the insolvency, bankruptcy or reorganization of the
 Corporation or in connection with any challenge with respect to amounts paid
 on defeasance or otherwise, all as though such payment had not been made. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (l)

 	
 The
 Guarantor shall, subject to the exceptions and limitations set forth in
 clauses (i) through (xi) below and subject to the further exception that the
 Corporation shall not have then paid, pay such additional amounts (the “Additional Amounts”) to any holder of a
 Note who, for United States federal income tax purposes, is a foreign
 corporation, a non-resident alien individual, a non-resident fiduciary of a
 foreign estate or trust, or a foreign partnership, one or more of the members
 of which is a foreign corporation, a non-resident alien individual or a
 non-resident alien fiduciary of a foreign estate or trust (a “United States Alien”) as may be necessary
 in order that every net payment of the principal and interest, including
 original issue discount, on such Note after withholding for or on account of
 any present or future tax, assessment or governmental charge imposed upon or
 as a result of such payment by the United States (or any political
 subdivision or taxing authority thereof or therein), will not be less than
 the 

 










- 24 -


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 amount
 provided for in such Note to be then due and payable. However, the Guarantor
 will not be required to make any payment of Additional Amounts to any such
 holder for or on account of:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 any such
 tax, assessment or other governmental charge which would not have been so
 imposed but for the existence of any present or former connection between
 such holder (or between a fiduciary, settlor, beneficiary, member or
 shareholder of such holder, if such holder is an estate, a trust, a
 partnership or a corporation) and the United States, including, without
 limitation, such holder (or such fiduciary, settlor, beneficiary, member or
 shareholder) being or having been a citizen or resident thereof or being or
 having been engaged in a trade or business or present therein, or having or
 having had a permanent establishment therein; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 any tax,
 assessment or other governmental charge imposed by reason of such holder’s
 past or present status for United States federal income tax purposes as a
 personal holding company or foreign personal holding company or controlled
 foreign corporation or passive foreign investment company or as a corporation
 which accumulates earnings to avoid United States federal income tax or as a
 private foundation or other tax-exempt organization; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 any tax,
 assessment or other governmental charge which would not have been so imposed
 but for the presentation by the holder of any Notes of any series or tranche for payment on a date more than 60 days
 after the date on which such payment became due and payable or the date on
 which payment thereof is duly provided for, whichever occurs later; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

 	
 any estate,
 inheritance, gift, sales, transfer, excise or personal property tax or any
 similar tax, assessment or governmental charge; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (v)

 	
 any tax,
 assessment or other governmental charge imposed by reason of such holder’s
 past or present status as the actual or constructive owner of 10 per cent or
 more of the total combined voting power of all classes of stock entitled to
 vote of the Corporation or the Guarantor, or as a direct or indirect
 subsidiary of the Corporation or the Guarantor; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (vi)

 	
 any tax,
 assessment or other governmental charge imposed on interest or other amounts
 received by a bank on an extension of credit made pursuant to a loan
 agreement entered into in the ordinary course of its trade or business; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (vii)

 	
 any tax,
 assessment or other governmental charge which would not have been imposed but
 for the failure to comply with certification, information or other reporting
 requirements concerning the nationality, residence or identity of the holder
 or beneficial owner of such Note if such compliance is required by statute or
 by regulation of the United States or of any political subdivision or taxing
 authority thereof or therein as a 

 










- 25 -


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 precondition
 to relief or exemption from such tax, assessment or other governmental
 charge;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (viii)

 	
 any tax,
 assessment or other governmental charge that would not have been so imposed
 but for the holder being or having been a person within a country with
 respect to which the United States Treasury Department has determined, on or
 before the original issue date of the Note, under sections 871(h)(6) and
 881(c)(6) of the Internal Revenue Code of 1986, as amended, (the “Code”), that payments of interest to
 persons within such country are not subject to the repeal of the United
 States withholding tax provided for in Sections 871(h) and 881(c) of the
 Code; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ix)

 	
 any tax,
 assessment or other governmental charge imposed on a holder that is a United
 States Person as defined in section 7701(a)(30) of the Code; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (x)

 	
 any tax,
 assessment or other governmental charge which is payable otherwise than by
 withholding from payments on or in respect of any Note; or 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (xi)

 	
 any
 combination of the foregoing items; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 nor shall
 Additional Amounts be paid with respect to any payment on a Note to a United
 States Alien who is a fiduciary or partnership or other than the sole
 beneficial owner of such payment to the extent such payment would be required
 by the laws of the United States (or any political subdivision thereof) to be
 included in the income, for tax purposes, of a beneficiary or settlor with
 respect to such fiduciary or a member of such partnership or a beneficial
 owner who would not have been entitled to the Additional Amounts had such
 beneficiary, settlor, member or beneficial owner been the holder of the Note
 (for clarity and avoidance of doubt the obligation to pay Additional Amounts
 under this Indenture shall only be an obligation of either the Corporation or
 the Guarantor but not both the Corporation and the Guarantor, unless the
 Corporation defaults in its payment thereof);

 
	
  

 	
  

 	
  

 
	
  

 	
 (m)

 	
 Except as
 specifically provided in this Indenture, the Guarantor shall not be required
 to make any payment to or in respect of a Registered Holder with respect to
 any tax, assessment or other governmental charge imposed by any government or
 any political subdivision or taxing authority thereof or therein. Whenever in
 this Indenture there is a reference, in any context, to the payment of the
 principal of, premium (if any) on, interest on, any Note, such mention shall
 be deemed to include mention of the payment of Additional Amounts provided
 for herein to the extent that, in such context, Additional Amounts, are, were
 or would be payable in respect thereof pursuant to the provisions hereof and
 express mention of the payment of Additional Amounts (if applicable) in any
 provisions hereof shall not be construed as excluding Additional Amounts in
 those provisions hereof where such express mention is not made. 

 










- 26 -


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (n)

 	
 The
 liabilities of the Guarantor hereunder and under the Guarantee shall not be
 released, discharged, limited or in any way affected by anything done,
 suffered or permitted by the Trustee or any Registered Holder in connection
 with this Indenture or with the Corporation. It is agreed that the Trustee
 and any Registered Holder, without releasing, discharging, limiting or
 otherwise affecting in whole or in part the Guarantor’s liabilities hereunder
 or under the Guarantee, may, without limiting the generality of the
 foregoing: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 grant time,
 renewals, extensions, indulgences, releases and discharges to the
 Corporation; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 accept
 compromises from the Corporation; or 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 otherwise
 deal with the Corporation and all other Persons, including any other
 guarantor, as the Trustee or such Registered Holder may see fit. 

 






	
  

 	
  

 
	
 3.3

 	
 Execution and Delivery of the Guarantee 

 






	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 To evidence
the Guarantee to the Registered Holders of Notes as specified in section 3.2,
the Guarantor hereby agrees to endorse upon each Note duly issued hereunder a
guarantee substantially in the form set out in Schedule A hereto with such
appropriate insertions, omissions, substitutions and variations as the
officers of the Guarantor, acting reasonably, executing the same may approve,
such approval to be conclusively evidenced by the certification of the Note.
The form of the Guarantee may include a corresponding French text. In the
event of any contradictions, discrepancy or difference between the English
language text and the French language text of the form of Guarantee, the
English language text shall govern, except where applicable law otherwise
requires. The Guarantee affixed to each Note shall be executed on behalf of
the Guarantor by any of its duly appointed officers, manually or by facsimile
signature. In case any officer of the Guarantor who shall have signed the
Guarantee, manually or by facsimile signature, shall cease to be such officer
before the Note on which the Guarantee is endorsed shall have been certified
by or on behalf of the Trustee or issued by the Corporation, such Note with
the Guarantee endorsed thereon, nevertheless may be certified, delivered and
issued as though the Person who signed the Guarantee had not ceased to be an
officer.  

 
	
  

 	
  

 
	
 3.4

 	
 Certificate By Trustee 

 



The Guarantor
agrees that the certification by the Trustee, in the manner provided in this
Indenture, of any Note (whether in temporary or definitive form) shall be
conclusive evidence that the Guarantee endorsed upon such Note has been duly
executed and delivered and is a valid obligation of the Guarantor. The
Guarantor agrees that the issuance by the Corporation of a Note and the
delivery of such Note by the Trustee, after certification by the Trustee in the
manner provided in this Indenture, shall be deemed delivery by the Guarantor of
the Guarantee appearing upon such Note. The certification of the Trustee shall
not be construed as a representation or warranty by the Trustee as to the
validity of the Guarantee. 






- 27 -


ARTICLE 4
COVENANTS OF THE CORPORATION AND THE
GUARANTOR


	
  

 	
  

 
	
 4.1

 	
 General Covenants 

 



Each of the
Corporation and the Guarantor covenants, as applicable, with the Trustee that
for so long as any of the Notes remain outstanding: 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 the
 Corporation will duly and punctually pay or cause to be paid to every
 Registered Noteholder, or to the Trustee or any paying agent on behalf of
 every Registered Noteholder, the principal thereof and any interest accrued
 thereon, and any other amount payable hereunder, at the dates and places, in
 the currency and in the manner mentioned herein and in the Notes; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 The
 Corporation shall, subject to the exceptions and limitations set forth in
 clauses (i) through (xi) below and subject to the further exception that the
 Guarantor shall not have then paid, pay Additional Amounts to any holder of a
 Note who, for United States federal income tax purposes, is a United States
 Alien as may be necessary in order that every net payment of the principal
 and interest, including original issue discount, on such Note after
 withholding for or on account of any present or future tax, assessment or
 governmental charge imposed upon or as a result of such payment by the United
 States (or any political subdivision or tax authority thereof or therein),
 will not be less than the amount provided for in such Note to be then due and
 payable. However, the Corporation will not be required to make any payment of
 Additional Amounts to any such holder for or on account of: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 any such
 tax, assessment or other governmental charge which would not have been so
 imposed but for the existence of any present or former connection between
 such holder (or between a fiduciary, settlor, beneficiary, member or shareholder
 of such holder, if such holder is an estate, a trust, a partnership or a
 corporation) and the United States, including, without limitation, such
 holder (or such fiduciary, settlor, beneficiary, member or shareholder) being
 or having been a citizen or resident thereof or being or having been engaged
 in a trade or business or present therein, or having or having had a
 permanent establishment therein; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 any tax,
 assessment or other governmental charge imposed by reason of such holder’s
 past or present status for United States federal income tax purposes as a
 personal holding company or foreign personal holding company or controlled
 foreign corporation or passive foreign investment company or as a corporation
 which accumulates earnings to avoid United States federal income tax or as a
 private foundation or other tax-exempt organization; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 any tax,
 assessment or other governmental charge which would not have been so imposed
 but for the presentation by the holder of any Notes of any series or tranche
 for payment on a date more than 60 days after the date on 

 










- 28 -


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 which such
 payment became due and payable or the date on which payment thereof is duly
 provided for, whichever occurs later;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

 	
 any estate,
 inheritance, gift, sales, transfer, excise or personal property tax or any
 similar tax, assessment or governmental charge; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (v)

 	
 any tax,
 assessment or other governmental charge imposed by reason of such holder’s
 past or present status as the actual or constructive owner of 10 per cent or
 more of the total combined voting power of all classes of stock entitled to
 vote of the Corporation or the Guarantor, or as a direct or indirect
 subsidiary of the Corporation or the Guarantor; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (vi)

 	
 any tax,
 assessment or other governmental charge imposed on interest or other amounts
 received by a bank on an extension of credit made pursuant to a loan
 agreement entered into in the ordinary course of its trade or business; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (vii)

 	
 any tax,
 assessment or other governmental charge which would not have been imposed but
 for the failure to comply with certification, information or other reporting
 requirements concerning the nationality, residence or identity of the holder
 or beneficial owner of such Note if such compliance is required by statute or
 by regulation of the United States or of any political subdivision or taxing
 authority thereof or therein as a precondition to relief or exemption from
 such tax, assessment or other governmental charge; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (viii)

 	
 any tax,
 assessment or other governmental charge that would not have been so imposed
 but for the holder being or having been a person within a country with
 respect to which the United States Treasury Department has determined, on or
 before the original issue date of the Note, under sections 871(h)(6) and
 881(c)(6) of the Code, that payments of interest to persons within such
 country are not subject to the repeal of the United States withholding tax
 provided for in Sections 871(h) and 881(c) of the Code; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ix)

 	
 any tax,
 assessment or other governmental charge imposed on a holder that is a United
 States Person as defined in section 7701(a)(30) of the Code; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (x)

 	
 any tax,
 assessment or other governmental charge which is payable otherwise than by
 withholding from payments on or in respect of any Note; or 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (xi)

 	
 any
 combination of the foregoing items; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 nor shall
 Additional Amounts be paid with respect to any payment on a Note to a United
 States Alien who is a fiduciary or partnership or other than the sole
 beneficial owner of such payment to the extent such payment would be required
 by the laws of the United States (or any political subdivision thereof) to be
 included in the income, for tax purposes, of a beneficiary or settlor with
 respect to

 










- 29 -


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 such
 fiduciary or a member of such partnership or a beneficial owner who would not
 have been entitled to the Additional Amounts had such beneficiary, settlor,
 member or beneficial owner been the holder of the Note (for clarity and
 avoidance of doubt the obligation to pay Additional Amounts under this
 Indenture shall only be an obligation of either the Corporation or the
 Guarantor but not both the Corporation and the Guarantor, unless the
 Corporation defaults in its payment thereof);

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 except as
 herein otherwise expressly provided, the Corporation and the Guarantor will
 carry on and conduct and will cause to be carried on and conducted their
 respective businesses in a proper and efficient manner and do or cause to be
 done all things necessary to preserve and keep in full force and effect their
 respective corporate existences, rights and franchises, provided that the
 Corporation or the Guarantor may cease to operate any business or operations
 or dispose of or allow to lapse any of its rights or franchises if in the
 opinion of its Directors it would be advisable and in the best interests of
 the Corporation or the Guarantor to do so and would not materially adversely
 affect their ability to perform their obligations hereunder, but the Corporation
 may not cease to operate or dispose of all or substantially all of its
 undertaking or assets except in accordance with Article 7; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 at such time
 as the Corporation has one or more Subsidiaries, it will cause each of its
 Subsidiaries to do the like things as the Corporation has undertaken to do in
 subsection 4.1(c), subject to the same qualifications, provided that this
 covenant and section 5.1 shall not apply to or operate to prevent any
 Subsidiary from: (i) amalgamating or merging with the Corporation or another
 Subsidiary, or continuing as a corporation under the laws of Canada or the
 United States of America or under any of the respective political
 subdivisions thereof, or (ii) transferring all or substantially all of its
 undertaking or assets to the Corporation or another Subsidiary or to the
 Guarantor or a corporation controlled by the Guarantor and ceasing to carry
 on business, or (iii) winding up and/or dissolving or from ceasing to operate
 or disposing of all or substantially all of its undertaking or assets and
 dissolving or winding up if, in the opinion of the Directors of the
 Corporation, it would be advisable and in the best interests of the
 Corporation to permit a Subsidiary to cease to operate and would not
 materially adversely affect the Corporation’s ability to perform its
 obligations hereunder, but only if any such disposition does not constitute
 all or substantially all of the assets of the Corporation and its
 Subsidiaries on a consolidated basis and the Corporation and its remaining
 Subsidiaries shall not cease to operate or dispose of all or substantially
 all of their undertakings or assets except in accordance with Article 7; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 the
 Corporation will file or cause to be filed annually with the Trustee a
 certificate signed by any one of the Chairman of the Board, the President, a
 Vice-President, the Secretary, an Assistant Secretary, the Treasurer or an
 Assistant Treasurer of the Corporation stating that the Corporation has
 complied with all requirements contained in the Indenture that, if not
 complied with, would, with the giving of notice, lapse of time or otherwise,
 constitute an Event of Default, or, if there has been failure to so comply,
 giving particulars thereof. For the purpose of this 

 










- 30 -


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 subsection,
 such compliance shall be determined without regard to any period of grace or
 requirement of notice under this Indenture; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 the
 Corporation will notify the Trustee upon the occurrence of an Event of
 Default. 

 






	
  

 	
  

 
	
 4.2

 	
 Trustee’s Remuneration and Expenses 

 



The
Corporation covenants that it will pay to the Trustee from time to time
reasonable remuneration for its services hereunder and will pay or reimburse
the Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in the administration or execution of
the trusts hereby created (including the reasonable compensation and the
disbursements of its Counsel and all other advisers, accountants appraisers,
experts and assistants not regularly in its employ), both before any default
hereunder and thereafter until all duties of the Trustee under the trusts
hereof shall be finally and fully performed, except any such expense,
disbursement or advance as may arise from the negligence or bad faith of the
Trustee. Any amount due under this section 4.2 and unpaid 30 days after request
for such payment shall bear interest from the expiration of such 30 days at a
rate per annum until fully paid equal to the then current rate charged to
similar customers by the Trustee from time to time. 


	
  

 	
  

 
	
 4.3

 	
 Trustee to Give Notice of Defaults 

 



Subject to
section 10.1, the Trustee shall give to the Registered Holders of Notes in the
manner provided in section 2.16, within 10 days after the Trustee becomes aware
of any default on the part of the Corporation in the performance of any
covenant or condition herein or of the occurrence of any Event of Default,
notice of every such default or Event of Default, as the case may be, unless
the Trustee reasonably believes that it is in the best interests of the
Registered Noteholders to withhold such notice and so informs the Corporation
in writing. 


Where notice
of a default or Event of Default has been given and the default or Event of
Default is cured, notice that the default or Event of Default is no longer
continuing shall be given by the Trustee to the holders of the applicable
series or tranche of Notes within five Business Days after the Trustee becomes
aware that the default or Event of Default has been cured. 


	
  

 	
  

 
	
 4.4

 	
 Performance of Covenants by Trustee 

 



If the
Corporation shall fail to perform any of its covenants contained in this
Indenture the Trustee may, subject to section 10.1, itself perform any such
covenants capable of being performed by it or its agents, but shall be under no
obligation to do so. All sums so expended or advanced by the Trustee shall be
repayable as provided in section 4.2. No such performance or advance by the
Trustee shall be deemed to relieve the Corporation of any default hereunder. 


ARTICLE 5 

DEFAULT AND ENFORCEMENT


	
  

 	
  

 
	
 5.1

 	
 Events of Default 

 



“Event of Default”, wherever used herein
with respect to Notes of any series or tranche, means any one of the following
events (whatever the reason for such Event of Default and whether it 






- 31 -


shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body): 


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 default in
 the payment of any interest upon any Note of that series or tranche when it
 becomes due and payable, and continuance of such default for a period of 30
 days; or 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 default in
 the payment of the principal of, or premium, if any, on or Additional Amounts
 in respect of any Note of that series or tranche when due; or 

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 default in
 the deposit of any sinking fund payment, when and as due by the terms of a
 Note of that series or tranche; or 

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 default in
 the performance, or breach, of any covenant or warranty of the Corporation or
 the Guarantor (each a “Covenantor”
 for purposes of this Section 5.1) in this Indenture (other than a covenant or
 warranty a default in whose performance or whose breach is specifically dealt
 with elsewhere in this section or which has expressly been included in this
 Indenture solely for the benefit of a series or tranche of Notes other than
 that series or tranche), and continuance of such default or breach for a
 period of 60 days after there has been given, by registered or certified
 mail, to the Corporation or the Guarantor, as applicable, by the Trustee or
 to the Corporation or the Guarantor, as applicable, and the Trustee by the
 Registered Holders of at least 25% in principal amount of the outstanding
 Notes of that series or tranche a written notice specifying such default or
 breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or 

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 a default
 under any bond, debenture, note or other evidence of Indebtedness for money
 borrowed by a Covenantor (including a default with respect to Notes of any
 series or tranche other than that series or tranche) or under any mortgage,
 indenture or instrument under which there may be issued or by which there may
 be secured or evidenced any Indebtedness for money borrowed by a Covenantor
 (including this Indenture), whether such Indebtedness now exists or shall
 hereafter be created, which default shall constitute a failure to pay any
 portion of the principal of such Indebtedness in a principal amount in excess
 of U.S.$50,000,000 when due and payable after the expiration of any
 applicable grace or notice period with respect thereto or shall have resulted
 in such Indebtedness in a principal amount in excess of U.S.$50,000,000 being
 accelerated and becoming or being declared due and payable prior to the date
 on which it would otherwise have become due and payable, without such portion
 or such Indebtedness, as the case may be, becoming no longer due and payable
 or having been discharged, or such acceleration having been rescinded or
 annulled, within a period of 10 days after there shall have been given, by
 registered or certified mail, to the Corporation or the Guarantor, as
 applicable, by the Trustee or to the Corporation or the Guarantor, as
 applicable, and the Trustee by the Registered Holders of at least 10% in
 principal amount of the outstanding Notes of that series or tranche a written
 notice specifying such default and requiring the applicable Covenantor to
 cause such Indebtedness to be discharged or cause such 

 










- 32 -


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 acceleration
 to be rescinded or annulled and stating that such notice is a “Notice of Default” hereunder; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 the entry by
 a court having jurisdiction in the premises of (A) a decree or order for
 relief in respect of a Covenantor in an involuntary case or proceeding under
 any applicable federal U.S. or Canadian or state or provincial bankruptcy,
 insolvency, reorganization or other similar law or (B) a decree or order
 adjudging a Covenantor bankrupt or insolvent, or approving as properly filed
 a petition seeking reorganization, arrangement, adjustment or composition of
 or in respect of a Covenantor under any applicable federal U.S. or Canadian
 or state or provincial law, or appointing a custodian, receiver, liquidator,
 assignee, trustee, sequestrator or other similar official of a Covenantor or
 of all or substantially all of its property, or ordering the winding-up or
 liquidation of its affairs, and the continuance of any such decree or order
 for relief or any such other decree or order unstayed and in effect for a
 period of 60 consecutive days; or 

 
	
  

 	
  

 	
  

 
	
  

 	
 (g)

 	
 the
 commencement by a Covenantor of a voluntary case or proceeding under any
 applicable federal U.S. or Canadian or state or provincial bankruptcy,
 insolvency, reorganization or other similar law or of any other case or
 proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to
 the entry of a decree or order for relief in respect of such Covenantor in an
 involuntary case or proceeding under any applicable federal U.S. or Canadian
 or state or provincial bankruptcy, insolvency, reorganization or other
 similar law or to the commencement of any bankruptcy or insolvency case or
 proceeding against it, or the filing by it of a petition or answer or consent
 seeking reorganization or relief under any applicable federal U.S. or
 Canadian or state or provincial law, or the consent by it to the filing of
 such petition or to the appointment of or taking possession by a custodian,
 receiver, liquidator, assignee, trustee, sequestrator or similar official of
 a Covenantor or of any substantial part of its property, or the making by it
 of an assignment for the benefit of creditors, or the admission by it in
 writing of its inability to pay its debts generally as they become due; or 

 
	
  

 	
  

 	
  

 
	
  

 	
 (h)

 	
 any other
 Event of Default provided with respect to Notes of that series or tranche; 

 
	
  

 	
  

 	
  

 
	
 provided
 that if such default or Event or Events of Default shall be remedied or cured
 by the Corporation or the Guarantor, as the case may be, or has been waived
 by Registered Holders of a majority in principal amount of the outstanding
 Notes of that series or tranche, or such acceleration has been rescinded or
 annulled, then the Event of Default hereunder by reason thereof shall be
 deemed likewise to have been thereupon remedied, cured, waived, rescinded or
 annulled without further action upon the part of the Trustee, the
 Corporation, the Guarantor or the Registered Holders of the outstanding Notes
 of that series or tranche and any acceleration of maturity under the
 outstanding Notes of that series or tranche consequent thereon shall be
 deemed rescinded and annulled.

 






	
  

 	
  

 
	
 5.2

 	
 Default and Enforcement Against Guarantor and Submission to
 Jurisdiction 

 



If an Event of
Default hereunder has occurred and is continuing, in accordance with its
obligations under the terms and conditions of Article 3 hereof the Guarantor
shall, forthwith on 






- 33 -


demand by the
Trustee, pay to the Trustee, for the equal benefit of each and every Note in
respect of which there shall be an Event of Default, the principal, premium (if
any), interest (including interest at the then current interest rate borne by
the Notes on amounts in default) and Additional Amounts outstanding. 


If an Event of
Default has occurred and is continuing, and if the Guarantor shall fail
forthwith on demand to make good such default, then and so often as any such
default and failure shall happen, the Trustee may in its discretion proceed in
its name as Trustee hereunder in the enforcement of the rights given hereby or
pursuant hereto by any remedy provided by law whether by legal proceedings or
otherwise and to recover from the Guarantor such sums as the Guarantor may be
liable to pay pursuant to the provisions of the Guarantee and any and all sums
so recovered by the Trustee shall be dealt with by the Trustee in the manner
provided in section 5.9 of this Indenture. 


The Guarantor
irrevocably and unconditionally submits to the non-exclusive jurisdiction of
(i) the courts and administrative tribunals of the Province of Ontario, and
(ii) any administrative proceeding in the Province of Ontario, in any
proceeding arising out of or related to the distribution of the Notes. The
Guarantor hereby appoints the Corporation as its agent for service of process
in Canada, in respect thereof. 


The Guarantor
agrees to pay all reasonable expenses and charges, legal or otherwise
(including the court costs and legal fees), paid or incurred by the Trustee or
any Registered Noteholder in enforcing this Indenture or in enforcing covenants
hereby guaranteed. 


	
  

 	
  

 
	
 5.3

 	
 Acceleration on Default 

 



If an Event of
Default with respect to Notes of any series or tranche at the time outstanding
occurs and is continuing, then in every such case, unless the principal amount
of the Notes of such series or tranche shall have already become due and
payable, the Trustee or the Registered Holders of not less than 25% in the
principal amount of the outstanding Notes of that series or tranche may declare
the principal amount (or, if the Notes of that series or tranche are discount
Notes, such portion of the principal amount as may be specified in the terms of
that series or tranche), any premium (including any redemption premium, if
applicable) and accrued and unpaid interest of all of the Notes of that series
or tranche to be due and payable immediately, by a notice in writing to the
Corporation (and to the Trustee if given by Registered Holders), and upon any
such declaration such principal amount or specified amount) shall become
immediately due and payable. 


At any time
after such a declaration of acceleration with respect to Notes of any series or
tranche has been made and before a judgment or decree for payment of the money
due has been obtained or entered by the Trustee as hereinafter in this Article
provided, the Registered Holders of a majority in principal amount of the
outstanding Notes of that series or tranche, by written notice to the
Corporation and the Trustee, may rescind and annul such declaration and its
consequences if: 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 the
 Corporation or the Guarantor has paid or deposited with the Trustee a sum
 sufficient to pay: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 all overdue
 interest that has accrued on all Notes of that series or tranche, 

 










- 34 -


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 the
 principal of (and premium, if any, including, without limitation, any
 redemption premium, if any, on) and any Additional Amounts on any Notes of
 that series or tranche which have become due otherwise than by such
 declaration of acceleration and interest thereon at the rate or rates
 prescribed therefor in such Notes, 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 to the
 extent that payment of such interest is lawful, interest upon overdue
 interest at the rate or rates prescribed therefor in such Notes, and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

 	
 all sums
 paid or advanced by the Trustee hereunder and the reasonable compensation,
 expenses, disbursements and advances of the Trustee, its agents and Counsel;
 and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 all Events
 of Default with respect to Notes of that series or tranche, other than the
 non-payment of the principal of Notes of that series or tranche which have
 become due solely by such declaration of acceleration, have been cured or
 waived as provided in section 5.4. 

 



No such
rescission shall affect any subsequent default or impair any right consequent
thereon. 


In case the
Trustee shall have proceeded to enforce any right under this Indenture and such
proceeding shall have been discontinued or abandoned because of such rescission
or annulment or for any other reason or shall have been determined adversely to
the Trustee, then and in every such case the Corporation and the Trustee shall
be restored respectively to their several positions and rights hereunder, and
all rights, remedies and powers of the Corporation and the Trustee shall
continue as though no such proceeding had been taken. 


	
  

 	
  

 
	
 5.4

 	
 Waiver of Default or Breach 

 



In case any
Event of Default hereunder has occurred otherwise than by default in payment of
any principal moneys when due or in case the Guarantor shall fail forthwith on
demand to make good such default: 


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 one or more
 Registered Noteholders of not less than 51% in principal amount of the Notes
 then outstanding shall have the power (in addition to and subject to the
 powers exercisable by Extraordinary Resolution) by instrument in writing to
 instruct the Trustee to waive the default and/or to annul any declaration
 and/or demand made by the Trustee pursuant to section 5.3 and the Trustee,
 subject to funding and an indemnity satisfactory to it, shall thereupon waive
 the default and/or annul such declaration and/or demand upon such terms and
 conditions as such Registered Noteholders may prescribe; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 the Trustee,
 so long as it has not become bound to institute any proceedings hereunder,
 shall have power to waive the default if, in the Trustee’s opinion based on
 its Counsel’s opinion, the same shall have been cured or adequate
 satisfaction made therefor, and in such event to annul any such declaration
 and/or demand theretofore made by the Trustee in the exercise of its
 discretion, upon such terms and conditions as to the Trustee may seem
 advisable; 

 











- 35 -


provided,
however, that no act or omission of the Trustee or the Registered Noteholders
in the premises shall extend to or be taken in any manner whatsoever to affect
any subsequent default or the rights resulting therefrom.


The Trustee,
so long as it has not become bound to institute any proceedings hereunder may
waive or authorize any breach or proposed breach of any of the terms,
conditions or provisions of this Indenture or the Notes if, in the opinion of
the Trustee based on the opinion of its Counsel, such breach or proposed breach
is not materially prejudicial to the interests of the holders of the Notes.


	
  

 	
  

 
	
 5.5

 	
 Proceedings by the Trustee

 



Whenever any
Event of Default hereunder has occurred and is continuing, but subject to the
provisions of section 5.4 and to the provisions of any Extraordinary
Resolution:


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 the Trustee,
 without further notice, may proceed to enforce the rights of the Trustee and
 the holders of the Notes by any action, suit, remedy or proceeding authorized
 or permitted by law or by equity and may file such proofs of claim and other
 papers or documents as may be necessary or advisable in order to have the
 claims of the Trustee and of the holders of the Notes lodged in any
 bankruptcy, winding-up or other proceedings relative to the Corporation; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 upon receipt
 of a Registered Noteholder’s Request or if so directed by an Extraordinary
 Resolution, and upon being funded and indemnified to its satisfaction as
 provided in section 10.1, the Trustee shall exercise or take such one or more
 of the said remedies as the Registered Noteholders’ Request or Extraordinary
 Resolution may direct or, if such Registered Noteholders’ Request or
 Extraordinary Resolution contains no direction, as the Trustee may deem
 expedient.

 



All rights of
action hereunder may be enforced by the Trustee without the possession of any
of the Notes or the production thereof on the trial or other proceedings
relative thereto.


	
  

 	
  

 
	
 5.6

 	
 Suits by Holders

 



No Registered
Noteholder or a holder of any interest in the Notes shall have the right to
institute any action or proceedings or to exercise any other remedy authorized
by this Indenture for the purpose of enforcing any right hereunder or under any
Note or for the execution of any trust or power hereunder or for the
appointment of a liquidator or receiver or for a receiving order under any
bankruptcy legislation or to have the Corporation wound up or to file or prove
a claim in any liquidation or bankruptcy proceedings, unless a Registered
Noteholders’ Request shall have been given to the Trustee or an Extraordinary
Resolution passed directing the Trustee to institute such action, suit or
proceeding and the funding and indemnity referred to in section 10.1 shall have
been tendered to the Trustee and the Trustee shall have failed to institute
such action, suit or proceeding within 60 days after the later of the (a)
receipt of such request or direction; or (b) receipt of such funds and
indemnity, in such case, but not otherwise, any Registered Noteholder or a holder
of any interest in the Notes acting on behalf of himself and all other
Registered Noteholders or a holder of any interest in the Notes shall be
entitled to take proceedings in any court of competent jurisdiction such as the
Trustee might have taken under section 5.5; it being






- 36 -


understood and
intended that no one or more Registered Noteholders or a holder of any interest
in the Notes shall have any right in any manner whatsoever to affect, disturb
or prejudice the rights hereby created by his or their action, or to enforce
any right hereunder or under any Note except subject to the conditions and in
the manner herein provided, and that all powers and trusts hereunder shall be
exercised and all proceedings at law shall be instituted, had and maintained by
the Trustee, except only as herein provided, and in any event for the equal
benefit of all holders of Notes.


	
  

 	
  

 
	
 5.7

 	
 Rights and Remedies Cumulative

 



Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Notes in section 2.13, no right or remedy herein
conferred upon or reserved to the Trustee or to the Registered Noteholders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise. The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.


	
  

 	
  

 
	
 5.8

 	
 Delay or Omission Not Waiver

 



No delay or
omission of the Trustee or of any other Registered Noteholders to exercise any
right or remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article 5 to the
Trustee or to the Registered Noteholders may be exercised from time to time,
and as often as may be deemed expedient, by the Trustee or by the Registered
Noteholders, as the case may be.


	
  

 	
  

 
	
 5.9

 	
 Application of Moneys Received by Trustee

 



Except as
otherwise herein provided, the moneys arising from any enforcement of the
provisions of this Indenture shall be held by the Trustee and by it applied,
together with any other moneys then or thereafter in the hands of the Trustee
available for the purpose, as follows:


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 in the first
 place, in payment or reimbursement to the Trustee of the remuneration, expenses,
 disbursements and advances of the Trustee incurred or made in the
 administration or execution of the trusts hereunder or otherwise in relation
 to this Indenture with interest thereon as herein provided; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 thereafter
 in or towards payment rateably and proportionately firstly of the principal
 and premium, if any, of the Notes and secondly of the accrued and unpaid
 interest on the Notes and thirdly of the other moneys payable hereunder,
 unless the order or priority of payment shall be otherwise directed by
 Extraordinary Resolution and in that case in such order or priority as
 between such principal and interest and other moneys as may be directed by
 such Extraordinary Resolution; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 lastly, the
 surplus (if any) of such moneys shall be paid to the Corporation or its
 assigns, unless otherwise required by law.

 










- 37 -


	
  

 	
  

 
	
 5.10

 	
 Distribution of Proceeds

 



Payments to
Registered Holders of Notes pursuant to clause 5.9(b) shall be made as follows:


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 at least 14
 days’ notice of every such payment shall be given in the manner provided in
 section 2.16 specifying the time when and the place or places where the Notes
 are to be presented and the amount of the payment and the application thereof
 as between principal, interest and any other moneys payable hereunder;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 payment of
 any Note shall be made upon presentation thereof at any one of the places
 specified in such notice and any such Note thereby paid in full shall be
 surrendered, and otherwise a memorandum of such payment shall be endorsed
 thereon; but the Trustee may in its discretion dispense with presentation and
 surrender or endorsement in any special case upon such indemnity being given
 as it shall deem sufficient;

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 from and
 after the date of payment specified in the notice, interest shall accrue only
 on the amount owing on each Note after giving credit for the amount of the
 payment specified in such notice unless such Note be duly presented on or
 after the date so specified and payment of such amount be not made; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 the Trustee
 shall not be required to make any interim payment to Registered Noteholders
 unless the moneys in its hands, after reserving therefrom such amount as the
 Trustee may think necessary to provide for the payments mentioned in clause
 5.9(a), exceed 2 per cent of the principal amount of the Notes.

 
	
  

 	
  

 
	
 5.11

 	
 Immunity etc.

 



Except as
specifically provided herein, the Registered Noteholders and the Trustee hereby
waive and release any right, cause of action or remedy now or hereafter
existing in any jurisdiction against any past, present or future incorporator,
director or officer (as such) of the Corporation for the payment of the
principal or interest on any of the Notes or on any covenant, agreement,
representation or warranty by the Corporation herein or in the Notes contained.


ARTICLE 6

SATISFACTION AND DISCHARGE


	
  

 	
  

 
	
 6.1

 	
 Cancellation and Destruction

 



All Notes
shall forthwith after payment in full thereof be delivered to the Trustee or to
a Person appointed by it or by the Corporation with the approval of the Trustee
and cancelled. The Trustee shall prepare and retain a certificate of such
cancellation and upon the Written Request of the Corporation deliver a
duplicate thereof to the Corporation.


	
  

 	
  

 
	
 6.2

 	
 Non-Presentation of Notes

 



In case the
Registered Holder of any Note shall fail to present the same for payment on the
date on which the principal thereon or represented thereby becomes payable
either at Maturity, on redemption or otherwise or shall not accept payment on
account thereof and give such receipt therefor, if any, as the Trustee may
require:






- 38 -


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 the
 Corporation shall be entitled to pay to the Trustee and direct it to set
 aside; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 in respect
 of moneys in the hands of the Trustee which may or should be applied to the
 payment or redemption of the Note, the Corporation shall be entitled to
 direct the Trustee to set aside;

 



the principal,
interest, premium, if any, and Additional Amounts, if any, in trust to be paid
without interest to the Registered Holder of such Note upon due presentation or
surrender thereof in accordance with the provisions of this Indenture; and
thereupon the principal, interest, premium, if any, and Additional Amounts, if
any, payable on or represented by each Note in respect whereof such moneys have
been set aside shall be deemed to have been paid and the Registered Noteholder
thereof shall thereafter have no right in respect thereof except that of
receiving payment of the moneys so set aside by the Trustee upon due
presentation and surrender thereof, subject always to the provisions of section
6.3.


	
  

 	
  

 
	
 6.3

 	
 Repayment of Unclaimed Moneys to Corporation

 



Any moneys in
the hands of the Trustee and set aside under section 6.2 and not claimed by and
paid, as provided in said section 6.2, to Registered Noteholders of Notes or
the holders of any interest therein within two years after the date of such
setting aside shall be repaid to the Corporation by the Trustee, and thereupon
the Trustee shall be released from all further liability with respect to such
moneys and thereafter the Registered Noteholders of the Notes or the holders of
any interest therein in respect of which such moneys were so repaid to the
Corporation shall have no rights in respect thereof except to obtain payment of
the moneys due thereon from the Corporation.


	
  

 	
  

 
	
 6.4

 	
 Release from Covenants

 



The Trustee
shall, upon Written Request and at the expense of the Corporation, release the
Corporation from its covenants herein contained (other than section 4.2 and the
provisions relating to the indemnification of the Trustee) and execute and
deliver such instruments as it shall be advised by Counsel are requisite for
the purpose if the Corporation shall have first satisfied the Trustee that it
has paid, or made due provision as hereinafter provided for the payment of, all
of the principal amount, redemption premium, if any, and interest due or to
become due on all of the Notes outstanding hereunder at the times and in the
manner therein and herein provided, and also for the payment of all other moneys
payable hereunder by the Corporation. For the purpose of this section 6.4, the
Corporation shall be deemed to have made such due provision for payment if:


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 it shall
 have irrevocably (i) deposited in the name of the Trustee, with one of the six
 Canadian chartered banks having the greatest dollar amount of assets as shown
 on the most recent audited annual financial statements of such banks, a cash
 sum, or (ii) deposited with the Trustee securities issued or guaranteed by
 the Government of Canada, the principal of and interest on which securities,
 when due, will provide moneys which, without any reinvestment thereof, will
 be sufficient to pay to the Registered Holders of the Notes, when due, all
 amounts owing in respect of the principal of (including, without limitation,
 sinking fund payments) together with the redemption premium, if any, and
 interest on the

 










- 39 -


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Notes
 accrued or to accrue to such times as herein provided and any other amounts
 owing by the Corporation hereunder;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 the
 Corporation shall have paid to the Trustee all fees and expenses due or to
 become due to it hereunder; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 in the event
 any Notes are to be redeemed prior to the Maturity thereof, notice of such
 redemption shall have been duly given or provisions satisfactory to the
 Trustee shall have been made therefor.

 



If the Trustee
is unable to apply any money or securities in accordance with this Section 6.4
by reason of any legal proceeding or any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Corporation’s obligations under this Indenture and the Notes
shall be revived and reinstated as though no money or securities had been
deposited pursuant to this Section 6.4 until such time as the Trustee is
permitted to apply all such money or securities in accordance with this Section
6.4, provided that if the Corporation has made any payment in respect of
principal, interest or premium (if any) on the Notes or, as applicable, other
amounts because of the reinstatement of its obligations, the Corporation shall
be subrogated to the rights of the holders of the Notes to receive such payment
from the money or securities held by the Trustee


	
  

 	
  

 
	
 6.5

 	
 Release of Guarantor

 



Upon the
Corporation becoming entitled to be released from its covenants herein
contained pursuant to section 6.4, the Trustee shall, at the request and at the
expense of the Guarantor, execute and deliver to the Guarantor such deeds or
other instruments as shall be requisite to release the Guarantor from the
Guarantee and all of its covenants herein contained except those relating to
the indemnification of the Trustee.


ARTICLE 7

MERGER OR TRANSFER


	
  

 	
  

 
	
 7.1

 	
 Certain Requirements Respecting Amalgamation, Combination, Merger,
 Reorganization, Continuance, Conveyance, etc.

 



So long as any
of the Notes remain outstanding, neither the Guarantor nor the Corporation (the
“Transferring
Corporation”) shall amalgamate with, combine with, merge into or
reorganize with any other Person, whether pursuant to plan of arrangement or
otherwise, or continue to another jurisdiction, or convey, transfer or lease
its properties and assets substantially as an entirety to any Person, unless:


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 the
 successor Person (“Successor”) formed by such amalgamation,
 combination or reorganization or into which the relevant Transferring
 Corporation is merged, or following the continuance, or the Person which
 shall have acquired by conveyance or transfer, or which leases, such
 properties and assets is a corporation, partnership, limited liability
 company or trust organized and existing under the laws of the United States
 or any state thereof, in the case of the Guarantor, or under the laws of
 Canada or any province thereof, in the case of the Corporation, and shall
 assume payment of the principal of, and premium, if any, 

 










- 40 -


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 and
 interest, if any, and any other amounts payable hereunder in respect of the
 Notes and, if applicable, the Guarantee and the performance or observance of
 every covenant to be performed or observed by the relevant Transferring
 Corporation under the Notes; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 immediately
 thereafter, neither an Event of Default (or event which, with notice or lapse
 of time, or both, would be such) nor a breach of this Indenture (including,
 without limitation, where applicable, the Guarantee) shall have occurred and
 be continuing.

 



If any such
transaction were to occur, then, provided that the relevant Transferring
Corporation has complied with the foregoing conditions, such corporation would
(except in the case of a lease) be discharged from all of its respective
obligations and covenants under the Notes, and this Indenture (including,
without limitation, where applicable, the Guarantee). The provisions of this
Section 7.1 shall not be applicable to a merger or other transaction in which
the Corporation or the Guarantor, as applicable, is the surviving corporation.


	
  

 	
  

 
	
 7.2

 	
 Vesting of Powers in Successor

 



Whenever the
applicable conditions of section 7.1 have been duly observed and performed, the
Successor shall possess and from time to time may exercise each and every right
and power of the Transferring Corporation under this Indenture in the name of
the Transferring Corporation or otherwise and any act or proceeding by any
provisions of this Indenture required to be done or performed by any Directors
or officers of the Transferring Corporation may be done and performed with like
force and effect by the like directors or officers of such Successor.


The Trustee,
upon its request, may receive a certificate of an officer of the Successor as
conclusive evidence that any such amalgamation, merger, consolidation, sale or
conveyance and any such assumption complies with the provisions of this
Article.


ARTICLE 8

MEETINGS OF REGISTERED NOTEHOLDERS


	
  

 	
  

 
	
 8.1

 	
 Right to Convene Meeting

 



The Trustee
may at any time and from time to time, and shall on receipt of a Written
Request or a Registered Noteholders’ Request and upon being funded and
indemnified to its reasonable satisfaction by the Corporation or by one or more
Registered Noteholders signing such Written Request or Registered Noteholders’
Request, as the case may be, against the costs which may be incurred in
connection with the calling and holding of such meeting, convene a meeting of
the Registered Noteholders. In the event of the Trustee failing within 30 days
after receipt of such Written Request, or Registered Noteholders’ Request, and
funding and indemnity to give notice convening such meeting, the Corporation or
such Registered Noteholders, as the case may be, may convene such meeting.


	
  

 	
  

 
	
 8.2

 	
 Notice

 



At least 21
days’ notice of any meeting shall be given to the Registered Holders and the
Guarantor in the manner provided in sections 2.16 and 2.19, respectively, and a
copy thereof






- 41 -


shall be delivered
or sent by post to whichever of the Trustee or Corporation has not called the
meeting. Such notice shall state the time when and the place where the meeting
is to be held and shall state briefly the general nature of the business to be
transacted thereat and it shall not be necessary for any such notice to set out
the terms of any resolution to be proposed or any of the provisions of this
Article 8.


	
  

 	
  

 
	
 8.3

 	
 Chairman

 



An individual,
who need not be a Registered Noteholder, nominated in writing by the Trustee,
shall be chairman of the meeting and if no individual is so nominated, or if
the individual so nominated is not present within 15 minutes from the time
fixed for the holding of the meeting, the Registered Holders present in person
or by proxy holding a majority of the aggregate principal amount of the Notes
present in person or by proxy shall choose an individual present to be
chairman.


	
  

 	
  

 
	
 8.4

 	
 Quorum

 



Subject to the
provisions of section 8.12, at any meeting of the Registered Holders a quorum
shall consist of one or more Registered Noteholders present in person or
represented by proxy and representing at least 25 per cent in aggregate
principal amount of the Notes then outstanding. If a quorum of the Registered
Noteholders shall not be present within 30 minutes from the time fixed for
holding any meeting, the meeting, if convened by the Registered Noteholders or
on a Registered Noteholders’ Request, shall be dissolved; but in any other case
the meeting shall be adjourned to the same day in the next week (unless such
day is not a Business Day in the place where the meeting is to be held, in
which case it shall be adjourned to the next following Business Day in such
place) at the same time and place. At the adjourned meeting the Registered
Noteholders present in person or represented by proxy shall form a quorum and
may transact the business for which the meeting was originally convened.


	
  

 	
  

 
	
 8.5

 	
 Power to Adjourn

 



The chairman
of any meeting at which a quorum of the Registered Holders is present may with the
consent of the holders of a majority in principal amount of Notes represented
thereat and voting thereon adjourn any such meeting and no notice of such
adjournment need be given except such notice (if any) as the meeting may
prescribe.


	
  

 	
  

 
	
 8.6

 	
 Show of Hands

 



Every question
submitted to a meeting shall be decided in the first place by a majority of the
votes given on a show of hands, except that a vote on any Extraordinary
Resolution shall be given in the manner hereinafter provided. At any such
meeting, unless a poll is required or duly demanded as herein provided, a
declaration by the chairman that a resolution has been carried or carried
unanimously or by a particular majority or lost or not carried by a particular
majority shall be conclusive evidence of the fact.


	
  

 	
  

 
	
 8.7

 	
 Poll

 



On every
Extraordinary Resolution, and on any other question submitted to a meeting when
demanded, after a vote by a show of hands, upon request for a poll by the
chairman or by one or






- 42 -


more of the
Registered Holders acting in person or by proxy and holding at least 5% of the
principal amount of the Notes then outstanding, a poll shall be taken in such
manner as the chairman shall direct and matters other than the Extraordinary
Resolution shall be decided by the votes of the Registered Noteholders acting
in person or by proxy of a majority of the principal amount of the Notes
represented at the meeting and voted on the poll.


	
  

 	
  

 
	
 8.8

 	
 Voting

 



On a show of
hands every Person who is present and entitled to vote, whether as a Registered
Holder or as proxy for one or more Registered Holders or both, shall have one
vote. On a poll each Registered Holder present in person or represented by a
proxy duly appointed by instrument in writing shall be entitled to one vote in
respect of each $1,000 principal amount of Notes of which he shall then be the
Registered Noteholder. A proxy need not be a Registered Noteholder.


	
  

 	
  

 
	
 8.9

 	
 Regulations

 



The Trustee
may from time to time make and from time to time vary such regulations as it
shall from time to time think fit:


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 for voting
 by proxy and the form of the instrument appointing a proxy (which shall be in
 writing) and the manner in which the same shall be executed and for the
 production of the authority of any Person or Persons signing on behalf of a
 Registered Noteholder;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 for the
 deposit of instruments appointing proxies at such place as the Trustee, the
 Corporation or the Registered Noteholders convening the meeting, as the case
 may be, may in the notice convening the meeting direct;

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 for the
 deposit of instruments appointing proxies at some approved place or places
 other than the place at which the meeting is to be held and enabling
 particulars of such instruments appointing proxies to be mailed, cabled,
 telexed, telegraphed or facsimiled before the meeting to the Corporation or
 the Trustee at the place where the same is to be held and for the voting of
 proxies so deposited as though the instruments themselves were produced at
 the meeting; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 for the
 setting of a record date in respect of any meeting.

 



Any
regulations so made shall be binding and effective and the votes given in
accordance therewith shall be valid and shall be counted. Save as such
regulations may provide, the only Persons who shall be recognized at any
meeting as the Registered Noteholders of any Notes, or as entitled to vote or
be present at the meeting in respect thereof, shall be the Registered
Noteholders and Persons whom Registered Noteholders have by instrument in
writing duly appointed as their proxies.


	
  

 	
  

 
	
 8.10

 	
 Corporation, Guarantor and Trustee May Be Represented

 



The
Corporation, the Guarantor and the Trustee, by their respective officers and
directors, and their respective advisers, may attend any meeting of the
Registered Noteholders and shall be






- 43 -


given
reasonable opportunity to speak to matters before the meeting, but shall have
no vote as such unless they are also a Registered Noteholder.


	
  

 	
  

 
	
 8.11

 	
 Powers Exercisable by Extraordinary Resolution

 



In addition to
all other powers stated in this Indenture to be exercisable by Extraordinary
Resolution, a meeting of the Registered Noteholders shall have the following
powers exercisable from time to time by Extraordinary Resolution:


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 power to
 agree to any modification, abrogation, alteration, compromise or arrangement
 of the rights of Registered Noteholders, the holders of any interest in the
 Notes and/or the Trustee against the Corporation (whether such rights arise
 under this Indenture or the Notes or otherwise) which shall be agreed by the
 Corporation provided that where such amendment affects the rights and duties
 of the Trustee, before such amendment can become effective, the Trustee must
 consent to such amendment;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 power to
 direct or authorize the Trustee to exercise any power, right, remedy or
 authority given to it by this Indenture, the Notes or otherwise in any manner
 specified in such Extraordinary Resolution or to refrain from exercising any
 such power, right, remedy or authority;

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 power to
 waive and direct the Trustee to waive any default on the part of the
 Corporation in complying with any provision of this Indenture or the Notes
 and/or to annul and to direct the Trustee to annul any declaration in respect
 of such default made by the Trustee pursuant to section 5.3, either
 unconditionally or upon any conditions specified in such Extraordinary
 Resolution;

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 power, with
 the approval of the Corporation, to sanction the exchange of Notes for, or
 the conversion of Notes into, shares, bonds, debentures, notes or any other
 securities or obligations of the Corporation or any other Person;

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 power to
 assent to any modification of or change in or omission from the provisions
 contained herein or in any deed or instrument supplemental hereto which shall
 be agreed to by the Corporation and the Guarantor and to authorize the
 Trustee to concur in and execute any deed or instrument supplemental hereto
 embodying such modification, change or omission;

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 power to
 restrain any Registered Noteholders and the holders of any interest in the
 Notes from taking or instituting any suit, action or proceeding for the
 purpose of enforcing payment by the Corporation of principal or interest or
 for the execution of any trust or power hereunder or for the appointment of a
 liquidator or a receiver or a trustee in bankruptcy or for any other remedy
 hereunder;

 
	
  

 	
  

 	
  

 
	
  

 	
 (g)

 	
 power to
 direct any Registered Noteholder or holder of any interest in the Notes who,
 as such, has brought any suit, action or proceeding, to stay or discontinue
 or otherwise deal with the same, upon payment, if the taking of such suit,
 action or proceeding shall have been permitted by section 5.6, of the costs,
 charges and

 










- 44 -


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 expenses
 reasonably and properly incurred by such Registered Noteholder or holder of
 any interest in the Notes in connection therewith;

 
	
  

 	
  

 	
  

 
	
  

 	
 (h)

 	
 power to
 sanction any scheme for the reconstruction or reorganization of the
 Corporation or for the consolidation, amalgamation or merger of the
 Corporation with any other corporation or for the sale, leasing, transfer or
 other disposition of the undertaking, property and assets of the Corporation
 or any part thereof, provided that no such sanction shall be necessary in
 respect of any such transaction if the provisions of section 7.1 shall have
 been complied with;

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 power to
 assent to any compromise or arrangement with any creditor or creditors or any
 class or classes of creditors, whether secured or otherwise, and with holders
 of any shares or other securities of the Corporation;

 
	
  

 	
  

 	
  

 
	
  

 	
 (j)

 	
 power to
 amend, alter or repeal any Extraordinary Resolution previously passed or
 sanctioned by the Registered Noteholders; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (k)

 	
 power to
 appoint and remove a committee to consult with the Trustee and to delegate to
 such committee (subject to such limitations, if any, as may be prescribed in
 such Extraordinary Resolution) all or any of the powers which the Registered
 Noteholders could exercise by Extraordinary Resolution under the foregoing
 clauses (b), (c), (f) and (g); the Extraordinary Resolution making such
 appointment may provide for payment of the expenses and disbursements of and
 compensation to such committee; such committee shall consist of such number
 of Persons as shall be prescribed in the Extraordinary Resolution appointing
 and the members need not be themselves Registered Noteholders; subject to the
 Extraordinary Resolution appointing it, every such committee may elect its
 chairman and may make regulations respecting its quorum, the calling of its
 meetings, the filling of vacancies occurring in its number, the manner in
 which it may act and its procedure generally and such regulations may provide
 that the committee may act at a meeting at which a quorum is present or may
 act by minutes signed by a majority of the members thereof or the number of
 members thereof necessary to constitute a quorum, whichever is the greater;
 and all acts of any such committee within the authority delegated to it shall
 be binding upon all Registered Noteholders. Neither such committee nor any
 member thereof shall be liable for any loss arising from or in connection
 with any action taken or omitted to be taken in good faith.

 






	
  

 	
  

 
	
 8.12

 	
 Meaning of “Extraordinary Resolution”

 



The expression
“Extraordinary
Resolution” when used in this Indenture means, subject as
hereinafter in this section 8.12 and in section 8.15 provided, a resolution (i)
proposed at a meeting of Registered Noteholders duly convened for the purpose
of passing an Extraordinary Resolution and held in accordance with the provisions
in this Article 8 at which, subject as hereinafter provided, one or more
Registered Noteholders holding at least 51 per cent of the principal amount of
the Notes then outstanding are present in person or represented by proxy, and
(ii) passed by the affirmative votes of the Registered Noteholders holding not
less than 66 2/3 per cent of the principal amount of Notes then outstanding who
are present in person or represented at the meeting by proxy and voted on a
poll upon such resolution.






- 45 -


If, at any
such meeting called for the purpose of passing an Extraordinary Resolution, one
or more Registered Noteholders holding at least 51 per cent of the principal
amount of the Notes then outstanding are not present in person or represented
by proxy within 30 minutes after the time appointed for the meeting, then the
meeting, if convened by Registered Noteholders or on a Registered Noteholders’
Request, shall be dissolved, but in any other case it shall stand adjourned to
such date, being not less than 14 nor more than 21 days later, and to such
place and time as may be appointed by the chairman. Not less than 7 days’
notice shall be given of the time and place of such adjourned meeting in the
manner provided in section 2.16. Such notice shall state that at the adjourned
meeting one or more Registered Noteholders present in person or represented by
proxy shall form a quorum but it shall not be necessary to set forth the
purposes for which the meeting was originally called or any other particulars.
At the adjourned meeting one or more Registered Noteholders present in person
or represented by proxy shall form a quorum and may transact the business for
which the meeting was originally convened and a resolution proposed at such
adjourned meeting and passed by the requisite vote as provided in the preceding
paragraph shall be an Extraordinary Resolution within the meaning of this
Indenture, notwithstanding that the Registered Noteholders of at least 51 per
cent of the principal amount of the Notes then outstanding are not present in
person or represented by proxy at such adjourned meeting.


Votes on an
Extraordinary Resolution shall always be given on a poll and no demand for a
poll on an Extraordinary Resolution shall be necessary.


	
  

 	
  

 
	
 8.13

 	
 Powers Cumulative

 



It is hereby
declared and agreed that any one or more of the powers and/or any combination
of the powers in this Indenture stated to be exercisable by the Registered
Noteholders by Extraordinary Resolution or otherwise may be exercised from time
to time and the exercise of any one or more of such powers or any combination
of powers from time to time shall not be deemed to exhaust the right of the
Registered Noteholders to exercise such power or powers or combination of
powers then or any power or powers or combination of powers thereafter from
time to time.


	
  

 	
  

 
	
 8.14

 	
 Minutes

 



Minutes of all
resolutions and proceedings at every such meeting as aforesaid shall be made
and duly entered in books to be from time to time provided for that purpose by
the Trustee at the expense of the Corporation, and any such minutes as
aforesaid, if signed by the chairman of the meeting at which such resolutions
were passed or proceedings had, shall be prima facie evidence of the matters
therein stated and, until the contrary is proved, every such meeting, in
respect of the proceedings of which minutes shall have been made and signed as
aforesaid, shall be deemed to have been duly held and convened and all
resolutions passed or proceedings had thereat to have been duly passed and had.


	
  

 	
  

 
	
 8.15

 	
 Instruments in Writing

 



All actions
which may be taken and all powers which may be exercised by the Registered
Noteholders at a meeting held as hereinbefore in this Article 8 provided may
also be taken and exercised by one or more Registered Noteholders holding at
least 66 2/3 per cent of the principal amount of the Notes then outstanding by
an instrument in writing signed in one or more






- 46 -


counterparts
and the expression “Extraordinary Resolution” when used in this
Indenture shall include an instrument so signed.


	
  

 	
  

 
	
 8.16

 	
 Binding Effect of Resolutions

 



Every
resolution and every Extraordinary Resolution passed in accordance with the
provisions of this Article 8 at a meeting of Registered Noteholders shall be
binding upon all the Registered Noteholders and the holders of any interest in
the Notes, whether present at or absent from such meeting, and every instrument
in writing signed by the Registered Noteholders in accordance with section 8.15
shall be binding upon all the Registered Noteholders and the holders of any
interest in the Notes, whether signatories thereto or not, and each and every
Registered Noteholder and the Trustee (subject to any provisions for its
indemnity herein contained) shall be bound to give effect accordingly to every
such resolution, Extraordinary Resolution and instrument in writing. Unless the
Trustee agrees otherwise, notice of the passing of every resolution and every
Extraordinary Resolution shall be given to the Registered Noteholders in the
manner provided in section 2.16.


	
  

 	
  

 
	
 8.17

 	
 Proxies

 



A Registered
Noteholder may be represented at a meeting of the Registered Noteholders, by
one or more proxies for Notes registered in the name of such Registered
Noteholders, provided that such proxies shall have been appointed by instrument
in writing satisfactory to the Trustee, acting reasonably.


ARTICLE 9

SUPPLEMENTAL INDENTURES


	
  

 	
  

 
	
 9.1

 	
 Provision for Supplemental Indentures for Certain Purposes

 



From time to
time the Corporation, the Guarantor and the Trustee may, subject to the
provisions hereof, and they shall, when so directed by the provisions hereof,
execute and deliver by their proper officers indentures or instruments
supplemental hereto, which thereafter shall form part hereof, for any one or
more or all of the following purposes:


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 adding to
 the covenants of the Corporation herein contained for the protection of the
 holders of the Notes or providing for Events of Default in addition to those
 herein specified or both;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 evidencing
 the succession or successive successions of Successors and the covenants of
 and obligations assumed by such Successors in accordance with the provisions
 of Article 7;

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 giving
 effect to any Extraordinary Resolution passed as provided in Article 8;

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 if and
 whenever required by any provision hereof, for hypothecating, mortgaging,
 pledging, charging, assigning or transferring to, or vesting in, the Trustee
 any of the undertaking, property or assets then owned or thereafter acquired
 by the Corporation or any part thereof;

 










- 47 -


	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 adding to
 the provisions hereof such additional covenants, enforcement provisions,
 release provisions and other provisions as, in the opinion of Counsel, are
 necessary or advisable in the premises, provided that, in the opinion of the
 Trustee, who may rely on the opinion of Counsel, the same are not materially
 prejudicial to the interests of the holders of the Notes;

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 making any
 modification of any of the provisions of this Indenture or the Notes which is
 of a formal, minor or technical nature;

 
	
  

 	
  

 	
  

 
	
  

 	
 (g)

 	
 making any
 additions to, deletions from or alterations of the provisions of this
 Indenture (including any of the terms and conditions of the Notes) which in
 the opinion of the Trustee, who may rely on the opinion of Counsel, are not
 materially prejudicial to the interests of the holders of the Notes and which
 are necessary or advisable in order to incorporate, reflect or comply with
 any legislation the provisions of which apply to this Indenture;

 
	
  

 	
  

 	
  

 
	
  

 	
 (h)

 	
 adding to or
 altering the provisions hereof in respect of the transfer of Notes including
 provision for the exchange of Notes of different denominations and making any
 modification in the form of the Notes which does not affect the substance
 thereof and which, in the opinion of the Trustee, who may rely on the opinion
 of Counsel, is not materially prejudicial to the interests of the holders of
 the Notes;

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 correcting
 or rectifying any ambiguities, defective provisions, errors or omissions
 herein, provided that, in the opinion of the Trustee, who may rely on the
 opinion of Counsel, the rights of the Trustee and the holders of the Notes
 are not materially prejudiced thereby; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (j)

 	
 any other
 purpose not inconsistent with the terms of this Indenture provided that, in
 the opinion of the Trustee, who may rely on the opinion of Counsel, the
 rights of the Trustee and of the holders of the Notes are not materially
 prejudiced thereby.

 
	
  

 	
  

 
	
 9.2

 	
 Binding Effect of Modifications

 



Every
modification, addition, deletion, alteration, correction or rectification to,
from or of the provisions hereof shall bind the Registered Noteholders and the
holders of any interest in the Notes, and notice thereof shall be given as soon
as practicable in accordance with section 2.16 unless the Trustee agrees otherwise.


ARTICLE 10

CONCERNING THE TRUSTEE


	
  

 	
  

 
	
 10.1

 	
 Conditions Precedent to Trustee’s Obligation to Act

 



The Trustee
shall not be bound to give any notice or do or take any act, action or
proceeding in virtue of the powers conferred on it hereby unless and until it
shall have been required so to do under the terms hereof; nor, subject to any
default which may come to the attention of the Trustee by virtue of the
Corporation’s compliance with or non-compliance with subsection






- 48 -


4.1(e), shall
the Trustee be required to take notice of any default hereunder, other than in
payment of any moneys required by any provision hereof to be paid to it, unless
and until notified in writing of such default, which notice shall distinctly
specify the default desired to be brought to the attention of the Trustee, and
in the absence of any such notice the Trustee may for all purposes of this
Indenture conclusively assume that the Corporation is not in default hereunder
and that no default has been made with respect to the payment of principal or
interest on the Notes or in the observance or performance of any of the
covenants, agreements or conditions contained herein. Any such notice or
requisition shall in no way limit any discretion herein given to the Trustee to
determine whether or not the Trustee shall take action with respect to any
default or take action without any such requisition.


The obligation
of the Trustee to commence or continue any act, action or proceeding for the
purpose of enforcing any right of the Trustee or the holders hereunder shall be
conditional upon such holders’ furnishing, when required by notice in writing
by the Trustee, sufficient funds to commence or continue such act, action or
proceeding and an indemnity reasonably satisfactory to the Trustee to protect
and hold harmless the Trustee against the costs, charges and expenses and
liabilities to be incurred thereby and any loss and damage it may suffer by
reason thereof.


None of the
provisions contained in this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur financial liability in the performance of
any of its duties or in the exercise of any of its rights or powers unless
indemnified as aforesaid.


The Trustee
may, before commencing or at any time during the continuance of any such act,
action or proceeding, require the Registered Noteholders at whose instance it
is acting to deposit with the Trustee the Notes held by them, for which Notes
the Trustee shall issue receipts.


	
  

 	
  

 
	
 10.2

 	
 Evidence

 



Whenever it is
provided in this Indenture, with reference to any application to the Trustee
for the certification and delivery of Notes or other action hereunder, that the
Corporation shall deposit with the Trustee resolutions, certificates, opinions,
requests, orders or other documents, it is intended that the truth, accuracy
and good faith at the time of the granting of such application (or on the
effective date of any such certificate or report, as the case may be) of the
facts and opinions stated in all documents so deposited shall, in each and
every such case, be conditions precedent to the right of the Corporation to
have such application granted. The Trustee may rely and shall be protected in
acting upon any such documents deposited with it in purported compliance with
any such provision or for any other purpose hereof, but may in its discretion
require further evidence before acting or relying thereon.


The Trustee may rely and shall
be protected in acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, letter, telegram, cablegram,
facsimile or other paper or document believed by it to be genuine and to have
been signed, sent or presented by or on behalf of the proper party or parties,
and shall not be required to inquire as to the veracity, accuracy or adequacy
of or be bound by any notice or direction to the contrary by any persons other
than a person entitled to give such notice.







- 49 -


	
  

 	
  

 
	
 10.3

 	
 Experts and Advisers 

 



The Trustee
may employ or retain such Counsel, accountants, appraisers, or other experts or
advisers as it may reasonably require for the purpose of discharging its duties
hereunder and shall exercise reasonable care in their selection and ongoing
supervision. The Trustee may pay remuneration for all services performed for it
in the discharge of the trust hereof without taxation for all costs and fees of
any Counsel, solicitor or attorney and may recover such expenses pursuant to
Section 10.8. 


The Trustee
may act and shall be protected in acting in good faith on the opinion or advice
of or information obtained from any Counsel, accountant, appraiser or other
expert or adviser, including information obtained from the Corporation, whether
retained or employed by the Corporation, the Registered Noteholders or by the
Trustee, in relation to any matter arising in the administration of the trusts
hereof. 


Any opinion of
Counsel may be based, insofar as it relates to factual matters or information
which is in the possession of the Corporation, upon the certificate or opinion
of or representations by an officer or officers of the Corporation unless such
Counsel knows that the certificate, opinion or representation upon which such
Counsel’s opinion may be based is, or in the exercise of reasonable care should
have known that the same was, erroneous. 


Whenever it is
required by any provision hereof that a certificate or opinion be signed by a
person acceptable to the Trustee, the acceptance by the Trustee of the
certificate or opinion signed by such person shall be sufficient evidence that
the signer is acceptable to the Trustee. 


	
  

 	
  

 
	
 10.4

 	
 Documents, Moneys, etc., Held by Trustee 

 



Any
securities, documents of title or other instruments that may at any time be
held by the Trustee subject to the trusts hereof may be placed in the deposit
vaults of the Trustee or of any Canadian chartered bank or deposited for
safekeeping with any such bank. Unless herein otherwise expressly provided, any
moneys so held, pending the application or withdrawal thereof under any
provisions of this Indenture, may be deposited in the name of the Trustee in
any Canadian chartered bank at the rate of interest (if any) then current on
similar deposits or, with the consent of the Corporation as evidenced by
Written Notice, may be (i) deposited in the deposit department of the Trustee
or any other loan or trust company authorized to accept deposits under the laws
of Canada or a province thereof, or (ii) invested and reinvested in securities
issued or guaranteed by the Government of Canada or of any province thereof,
maturing not more than one year from the date of investment. All interest or
other income received by the Trustee in respect of such deposits and investments
shall belong to the Corporation, unless an Event of Default shall have occurred
and be continuing, in which case all such interest and income shall be held by
the Trustee and applied in accordance with section 5.9. The Trustee shall not
have any liability with respect to the insolvency or other loss in value of any
investments directed by the Corporation. In making any payment pursuant to this
Indenture, the Trustee shall not be liable for any loss sustained for early
termination of any investment necessary to enable the Trustee to make such
payment. 






- 50 -


	
  

 	
  

 
	
 10.5

 	
 Action by Trustee to Protect Interests 

 



The Trustee
shall have power to institute and to maintain such actions and proceedings as
it may consider necessary or expedient to preserve, protect or enforce its
interests and the interests of the Registered Noteholders or any holder of the
Notes. 


	
  

 	
  

 
	
 10.6

 	
 Trustee not Required to Give Security 

 



The Trustee
shall not be required to give any bond or security in respect of the execution
of the trusts and powers of this Indenture or otherwise in respect of the
premises. 


	
  

 	
  

 
	
 10.7

 	
 Protection of Trustee 

 



By way of
supplement to the provisions of any law for the time being relating to
trustees, it is expressly declared and agreed as follows: 


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 the Trustee
 shall not be liable for or by reason of any statements of fact or recitals in
 this Indenture or in the Notes (except the representations contained in
 sections 10.10 and 10.11 and in the certificate of the Trustee on the Notes)
 or required to verify the same, but all such statements or recitals are and
 shall be deemed to be made by the Corporation or the Guarantor; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 nothing
 herein contained shall impose any obligation on the Trustee to see to or
 require evidence of the registration or filing (or renewal thereof) of this
 Indenture or any instrument ancillary or supplemental hereto; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 the Trustee
 shall not be bound to give to any Person notice of the execution hereof; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 the Trustee
 shall not incur any liability or responsibility whatever or be in any way
 responsible for the consequence of any breach on the part of the Corporation
 or the Guarantor of any of the covenants herein contained or of any acts of
 the directors, officers, employees, agents or servants of the Corporation or
 the Guarantor; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 the Trustee
 shall retain the right not to act and shall not be held liable for refusing
 to act unless it has received clear and reasonable documentation which
 complies with the terms of this Indenture, provided that such documentation
 must not require the exercise of any discretion or independent judgment
 except to the extent expressly provided for in this Indenture; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 in the event
 of any disagreement arising regarding the terms of this Indenture, the
 Trustee shall be entitled at its option, acting reasonably, to refuse to
 comply with any or all demands whatsoever until the dispute is settled either
 by agreement amongst various parties or by a court of competent jurisdiction;
 and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (g)

 	
 the Trustee
 may obtain, at its option and its expense, an opinion of counsel with respect
 to any action required or asked of it under this Indenture. 

 










- 51 -


	
  

 	
  

 
	
 10.8

 	
 Indemnity 

 



In addition to
and without limiting any other protection of the Trustee hereunder or otherwise
by law, the Corporation hereby indemnifies and saves harmless the Trustee and
its officers, directors, representatives and employees from and against any and
all liabilities, losses, costs, actions, claims, damages or demands (other than
taxes) whatsoever which may be brought against the Trustee or which it may
suffer or incur as a result of or arising out of the performance of its duties
and obligations under this Indenture, including without limitation, those
arising out of or related to actions taken or omitted to be taken by the
Trustee contemplated hereby, legal fees and disbursements on a solicitor and
client basis and costs and expenses incurred in connection with the enforcement
of this indemnity which the Trustee may suffer or incur, whether at law or in equity,
in any way caused by or arising directly or indirectly, in respect of any act,
deed, matter or thing whatsoever made, done, acquiesced in or omitted in or
about in relation to the execution of its duties as Trustee, provided that the
Trustee, its directors, representatives, officers and employees have acted
honestly and in good faith and have not acted negligently or in wilful
disregard of the Trustee’s obligations under this Indenture. It is understood
and agreed that this indemnification shall survive the termination or discharge
of this Indenture or the resignation or removal of the Trustee. The Trustee
shall not be liable for any action suffered by it to be taken or omitted
excepting its own negligence or wilful misconduct. 


	
  

 	
  

 
	
 10.9

 	
 Replacement of Trustee 

 



The Trustee
may resign its trust and be discharged from all further duties and liabilities
hereunder by giving to the Corporation not less than 60 days’ notice in writing
or such shorter notice as the Corporation may accept as sufficient. The Registered
Noteholders, by Extraordinary Resolution, shall have power at any time to
remove the Trustee and to appoint a new Trustee. In the event of the Trustee
resigning or being removed as aforesaid or being dissolved, becoming bankrupt,
going into liquidation or otherwise becoming incapable of acting hereunder, the
Corporation shall forthwith appoint a new Trustee unless a new Trustee has
already been appointed by the Registered Noteholders; failing such appointment
by the Corporation, the retiring Trustee or any Registered Noteholder may apply
to the Ontario Superior Court of Justice (the “Court”), on such notice as the Court may direct, for the
appointment of a new Trustee; but any new Trustee so appointed by the
Corporation or by the Court shall be subject to removal as aforesaid by the
Registered Noteholders. Any new Trustee appointed under these provisions must
be a corporation authorized to carry on the business of a trust company in the
Province of Ontario. On any new appointment, the new Trustee shall be vested
with the same powers, rights, duties and responsibilities as if it had been
originally named herein as Trustee without any further assurance, conveyance,
act or deed; but there shall be immediately executed, at the expense of the
Corporation, all such conveyances or other instruments as may, in the opinion
of Counsel, be necessary or advisable for the purpose of assuring the same to
the new Trustee. At the request of the Corporation or the new Trustee, the
retiring Trustee, upon payment of the amounts, if any, due to it pursuant to
section 4.2, shall duly assign, transfer and deliver to the new Trustee all
property and money held and all records kept by the retiring Trustee hereunder
or in connection herewith. 


Any
corporation into which the Trustee, or its corporate trust department, may be
merged or with which it may be consolidated or any corporation resulting from
any merger, consolidation or amalgamation to which the Trustee shall be a
party, shall be the successor trustee under this 






- 52 -


Indenture
without the execution of any instrument or any further act and shall succeed to
all obligations and liabilities of the Trustee hereunder. 


	
  

 	
  

 
	
 10.10

 	
 No Conflict of Interest 

 



The Trustee
represents to the Corporation that at the date of the execution and delivery of
this Indenture no material conflict of interest exists in the Trustee’s role as
fiduciary hereunder and agrees that in the event of a material conflict of
interest arising hereunder the Trustee shall, within 30 days after becoming aware
that such a material conflict of interest exists, either eliminate such
material conflict of interest or resign its trust hereunder. If any such
material conflict of interest exists or hereafter shall exist, the validity and
enforceability of the Indenture and the Notes shall not be affected in any
manner whatsoever by reason thereof. 


	
  

 	
  

 
	
 10.11

 	
 Representations by Trustee 

 



The Trustee
represents to the Corporation that at the time of the execution and delivery
hereof it has all necessary power to accept its trusts and carry out its
obligations hereunder. 


Subject to the
preceding paragraph, the Trustee, in its personal or any other capacity, may
buy, lend upon and deal in securities of the Corporation and generally may
contract and enter into business transactions with the Corporation or any of
its Affiliates without being liable to account for any profit made thereby. 


	
  

 	
  

 
	
 10.12

 	
 Trust Indenture Legislation 

 






	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 In this
 section 10.12, the expression “indenture legislation”, means the provisions,
 if any, of the Canada Business
 Corporations Act, the Business
 Corporations Act (Ontario), both as amended or re-enacted, and any
 other statute of Canada or any province or territory thereof, and of any
 regulations under any such statute, relating to trust indentures and to the
 rights, duties and obligations of trustees under trust indentures and of
 corporations issuing debt obligations under trust indentures, to the extent
 that such provisions are at the time in force and applicable to this
 Indenture or the Corporation. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 The
 Corporation and the Trustee agree that each will at all times in relation to
 this Indenture and in relation to any action to be taken hereunder observe
 and comply with and be entitled to the benefits of indenture legislation. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 If and to
 the extent that any provision of this Indenture limits, qualifies or
 conflicts with any mandatory requirement of indenture legislation, such
 mandatory requirement shall prevail. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 In the event
 that the Trustee becomes aware that the payment of principal or interest to
 any Registered Holder will be subject to any applicable law requiring that a
 deduction be made from such payment, including without limitation in respect
 of withholding taxes, the Trustee will be authorized to make such deductions
 from the payment in question. 

 










- 53 -


	
  

 	
  

 
	
 10.13

 	
 Acceptance of Trust 

 



The Trustee
hereby accepts the trusts in this Indenture declared and provided for and
agrees to perform the same upon the terms and conditions herein set forth. 


	
  

 	
  

 
	
 10.14

 	
 Limitation of Trustee; Discretion 

 



Notwithstanding
anything to the contrary which may be contained herein, the Trustee shall have
no obligation to exercise any discretion in the performance of its obligations
hereunder and shall only be required to act upon express written instructions
of the Corporation or the Registered Noteholders as the case may be. If any
provisions of this Indenture imposes an obligation or determination to be taken
or made by the Trustee and such provision shall does not expressly state who
shall instruct or advise the Trustee, then such instruction or advice shall be
required to be provided to the Trustee by Extraordinary Resolution. 


	
  

 	
  

 
	
 10.15

 	
 Obligations of the Trustee 

 



In the
exercise of the rights and duties prescribed or conferred by the terms of this
Indenture, the Trustee shall exercise that degree of care, diligence and skill
that a reasonably prudent trustee would exercise in comparable circumstances.
No provision of this Indenture shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act, or
its own wilful misconduct or bad faith. 


ARTICLE 11

EXECUTION


	
  

 	
  

 
	
 11.1

 	
 Counterparts and Formal Date 

 



This Indenture
may be simultaneously executed in several counterparts, each of which so
executed shall be deemed to be an original, and such counterparts together
shall constitute one and the same instrument and notwithstanding their date of
execution shall be deemed to bear date of October 28, 2005. 






- 54 -


IN WITNESS WHEREOF the
parties hereto have executed these presents under the hands of their proper
officers in that behalf. 


	
  

 	
  

 	
  

 
	
  

 	
 AMERICAN EXPRESS CANADA CREDIT CORPORATION

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 “Johanne
 T. Ghali”

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Johanne T. Ghali

 
	
  

 	
  

 	
 Title: Treasurer

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 AMERICAN EXPRESS CREDIT CORPORATION 

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 “David
 L. Yowan”

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: David L. Yowan

 
	
  

 	
  

 	
 Title: Vice President

 
	
  

 	
  

 	
  

 
	
  

 	
 COMPUTERSHARE TRUST COMPANY OF CANADA

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 “Lulu
 Tao”

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Lulu Tao

 
	
  

 	
  

 	
 Title: Professional, Corporate Trust

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 “Scott
 Markham”

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Scott Markham

 
	
  

 	
  

 	
 Title: Professional, Corporation Trust

 











SCHEDULE A

FIXED RATE NOTE


	
  

 	
  

 
	
 No. l

 	
 Date: l

 
	
  

 	
 CUSIP NO.: l

 


FOR
VALUE RECEIVED

AMERICAN EXPRESS CANADA CREDIT CORPORATION


an unlimited
liability company incorporated under the laws of Nova Scotia (the “Corporation”),
promises to pay to or to the order of __________________________ or
_____________________________________ registered assigns, on
___________________________ the principal sum of $_______________ in lawful
money of ________________________ and interest thereon (after as well as before
maturity, default and judgment with interest on overdue interest at the same
rate) in like money at the rate of ______% per annum computed from the date
hereof and payable on ____________________ and on ____________________ in each
year commencing __________ until the date for payment of principal.
Payments of interest (less any tax required by law to be deducted) will be made
by or on behalf of the Corporation by electronic funds transfer or by cheque
mailed to the registered holder at the address appearing on the registers
maintained by Computershare Trust Company of Canada (the “Trustee”) on or prior to the
due date for the payment of interest. Payment of principal will be made to the
registered holder of this Note at the principal office of the Trustee in
Toronto, Ontario against surrender of this Note. If the due date for payment of
any amount of principal or interest on this Note is not at the place of payment
a business day (being a day (other than a Saturday, Sunday or any statutory or
civic holiday) on which banks are generally open for business in Toronto,
Ontario) such payment will be made on the next business day and the holder of
this Note shall not be entitled to any further interest or other payment in
respect of such delay. [ADJUST BUSINESS DAY CONVENTION AS APPLICABLE.]


This Note is
one of the Notes referred to, and as defined, in that certain trust indenture
made between the Corporation, American Express Credit Corporation and the
Trustee dated as of October 28,
2005 as it may have been and may in future be amended from time to time in
accordance with its terms (the “Trust Indenture”) and is subject to all of
the terms and conditions contained in the Trust Indenture, all of which terms
and conditions shall be deemed to be incorporated herein. Subject thereto, this
Note (and the principal and interest evidenced hereby) is transferable by the
registered holder in the manner indicated on Exhibit A hereto at the
principal office of the Trustee in Toronto, Ontario upon payment of any taxes
and other fees of the Trustee incidental thereto, and upon surrender of this
Note. 


Unless this
Note is presented by an authorized representative of The Canadian Depository
for Securities Limited (“CDS”) to the Corporation or its agent for
registration of transfer, exchange or payment, and any certificate issued in
respect thereof is registered in the name of CDS & Co., or in such other
name as is requested by an authorized representative of CDS (and any payment is
made to CDS & Co. or to such other entity as is requested by an authorized
representative of CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered holder hereof,
CDS & Co., has an interest herein.







- 2 -


On request of
the holder hereof and upon payment of a reasonable copying charge, the
Corporation will provide the holder with a copy of the Trust Indenture.


The
Corporation may deem and treat the registered holder of this Note as the
absolute owner for the purpose of receiving payments of principal and interest
and for all other purposes (except as otherwise required by law),
notwithstanding any notice to the contrary.


This Note will
not be subject to prepayment by the Corporation without the consent of the
registered holder. [DELETE AND REPLACE WITH REDEMPTION FEATURE IF
APPLICABLE.] [Notwithstanding the foregoing] / [In addition], if
the Corporation determines that as a result of certain changes in tax law
certain additional amounts become payable, the Corporation may at its option
redeem all Notes, as a whole but not in part, prior to their maturity as set
forth in the Trust Indenture.


This Note
shall become valid only when certified below by the Trustee.


IN WITNESS WHEREOF
the Corporation has caused this Note to be signed by a duly authorized officer,
either manually or by facsimile signature.


	
  

 	
  

 	
  

 
	
  

 	
 AMERICAN EXPRESS CANADA CREDIT CORPORATION

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
   Name:
 

 
	
  

 	
  

 	
   Title:
 

 


GUARANTEE


FOR VALUE RECEIVED,
AMERICAN EXPRESS CREDIT CORPORATION, a Delaware
corporation (hereinafter called the “Guarantor”) hereby unconditionally
guarantees the due and punctual payment of the principal amount of, premium (if
any) on, interest on (including, in the case of default, interest on the amount
in default) and any Additional Amounts (as defined in the Trust Indenture) on the
note upon which this guarantee is endorsed (the “Note”) when and as the same
shall become due and payable, whether at their respective due dates or on a
declaration or otherwise, in accordance with the terms of the Note and of the
Trust Indenture without any requirement that the holder first proceed against
American Express Canada Credit Corporation. The guarantee ranks pari passu
with the unsecured and unsubordinated debt of the Guarantor.


This guarantee
has been given in accordance with the terms of the Trust Indenture and is
subject to all applicable provisions thereof and the same shall be deemed to be
incorporated herein.


The Guarantor
hereby certifies and warrants that all acts, conditions and things required to
be done and performed and to have happened prior to the creation and issuance
of the guarantee to constitute the same and valid and legally binding
obligation of the Guarantor enforceable against it in accordance with its
terms, have been done and performed and have happened in due and strict compliance
with all applicable laws. 







- 3 -


This guarantee
shall be governed by and construed in accordance with the laws of the State of
New York. 


The date of
this guarantee is the date of the Note.


The Guarantor
has irrevocably and unconditionally submitted to the non-exclusive jurisdiction
of (i) the courts and administrative tribunals of the Province of Ontario, and
(ii) any administrative proceeding in the Province of Ontario, in any
proceeding arising out of or related to the distribution of the Notes.


This guarantee
shall not be valid or become obligatory for any purpose until the Notes have
been certified by or on behalf of the Trustee under the Trust Indenture.


IN WITNESS WHEREOF
AMERICAN EXPRESS CREDIT CORPORATION has caused this
guarantee to be executed by a duly authorized officer, either manually or by
facsimile signature.


	
  

 	
  

 	
  

 
	
  

 	
 AMERICAN EXPRESS
 CREDIT CORPORATION

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
   Name:
 

 
	
  

 	
  

 	
   Title:
 

 


TRUSTEE’S CERTIFICATE


This Note is
one of the notes referred to in the Trust Indenture mentioned above.


	
  

 	
  

 	
  

 
	
  

 	
 COMPUTERSHARE TRUST
 COMPANY OF CANADA

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
   Name:
 

 
	
  

 	
  

 	
   Title:
 

 











Exhibit A


To:          COMPUTERSHARE
TRUST COMPANY OF CANADA


FOR VALUE RECEIVED the
undersigned hereby sells, transfers and assigns unto


	
  

 
	

 


 
	
 (Please print or typewrite name and address of transferee)

 



all of the
right, title and interest of the undersigned in and to the attached Note.


The
undersigned hereby irrevocably instructs you to transfer this Note and all
principal and interest owing in respect thereof on the registers maintained by
Computershare Trust Company of Canada and to issue in substitution therefor a
new Note of like principal amount, currency, interest rate and maturity date
and registered in the name of the transferee.


	
  

 
	
 Dated on the ___________ day of_______

 
	
  

 
	

 


 
	
 Signature of transferor is hereby guaranteed

 
	
  

 
	

 


 



This signature
to this Note transfer must correspond with the name as set out on the face of
this Note in every particular without alteration or enlargement or any change
whatsoever, and must be guaranteed by a Canadian chartered bank or a major
Canadian trust company or by a Medallion signature guarantee from a member of a
recognized signature Medallion guarantee program. No transfer will be
registered during the fifteen days immediately preceding any date fixed for
payment of interest or principal on this Note.


IF REPAYMENT
FEATURE INCLUDED:

OPTION TO
ELECT REPAYMENT


The
undersigned hereby irrevocably requests and instructs the Corporation to repay
this Note (or portion thereof specified below) pursuant to its terms at a price
equal to the applicable repayment price thereof, together with interest to the
date of repayment to the undersigned at:


	
  

 
	

 


 
	
 (Please print or type name and address of the undersigned)

 
	
  

 
	

 


 
	
  

 
	

 


 



If less than
the entire principal amount of this Note is to be repaid, specify the portion
thereof which the Registered Holder elects to have repaid: ___________; and
specify the denomination or denominations (which shall be in authorized
denominations) of the Notes to be issued to the Registered Holder for the
portion of this Note not being repaid (in the absence of any such
specification, one such Note will be issued for the entire portion not being
repaid): _______________________________________________________.







- 2 -


	
  

 
	
 Dated on the ________ day of

 
	
  

 
	

 


 
	
 Signature of transferor is hereby guaranteed

 
	
  

 
	

 


 



This signature
to this Note transfer must correspond with the name as set out on the face of
this Note in every particular without alteration or enlargement or any change
whatsoever, and must be guaranteed by a Canadian chartered bank or a major
Canadian trust company or by a Medallion signature guarantee from a member of a
recognized signature Medallion guarantee program. No payment will be made
during the fifteen days immediately preceding any date fixed for payment of
interest or principal on this Note.









FLOATING RATE NOTE


	
  

 	
  

 
	
 No. l

 	
 Date: l

 
	
  

 
	
  

 	
 CUSIP NO.: l

 


FOR
VALUE RECEIVED

AMERICAN EXPRESS CANADA CREDIT CORPORATION


an unlimited
liability company incorporated under the laws of Nova Scotia (the “Corporation”),
promises to pay to or to the order of ___________________________________
or registered assigns, __________________________________on
_______________________________ the principal sum of
_____________________________ in lawful money of ________________________ and
interest thereon (after as well as before maturity, default and judgment, with
interest on overdue interest at the same rate) in like money at the floating
rate determined and adjusted on the dates (each, an “interest reset date”)
specified below. Simple or compound interest [delete inapplicable interest
description] from time to time shall accrue on all amounts owing
hereunder at a rate per annum (the “applicable rate”) determined by the
Corporation by reference to, [INSERT INTEREST RATE DETERMINATION MECHANISM]. 


In the case of
a simple interest rate Note, payments of interest (less any tax required by law
to be deducted) will be made by or on behalf of the Corporation by electronic
funds transfer or by cheque mailed to the registered holder at the address
appearing on the registers maintained by Computershare Trust Company of Canada
(the “Trustee”)
on or prior to the due date for the payment of interest. Payment of principal
(or of principal and compound interest less any tax required by law to be
deducted, in the case of a compound interest rate Note) will be made to the
registered holder of this Note at any of the principal office of the Trustee in
Toronto, Ontario against surrender of this Note. If the due date for payment of
any amount of principal or interest on this Note is not at the place of payment
a business day (being a day (other than a Saturday, Sunday or any statutory or
civic holiday) on which banks are generally open for business in Toronto,
Ontario) such payment will be made on the next business day and the holder of
this Note shall not be entitled to any further interest or other payment in
respect of such delay. [ADJUST BUSINESS DAY CONVENTION AS APPLICABLE.]


This Note is
one of the Notes referred to, and as defined, in that certain trust indenture
made among the Corporation, American Express Credit Corporation and the Trustee
dated as of October 28, 2005 as it may have been and may in
future be amended from time to time in accordance with its terms (the “Trust
Indenture”) and is subject to all of the terms and conditions
contained in the Trust Indenture, all of which terms and conditions shall be
deemed to be incorporated herein. Subject thereto, this Note (and the principal
and interest evidenced hereby) is transferable by the registered holder in the
manner indicated on Exhibit A hereto at the principal office of the
Trustee in Toronto, Ontario upon payment of any taxes and other fees of the
Trustee incidental thereto, and upon surrender of this Note. 


Unless this
Note is presented by an authorized representative of The Canadian Depository
for Securities Limited (“CDS”) to the Corporation or its agent for
registration of transfer, exchange or payment, and any certificate issued in
respect thereof is registered in the name of CDS & Co., 







- 2 -


or in such
other name as is requested by an authorized representative of CDS (and any
payment is made to CDS & Co. or to such other entity as is requested by an
authorized representative of CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered holder
hereof, CDS & Co., has an interest herein.


On request of
the holder hereof and upon payment of a reasonable copying charge, the
Corporation will provide the holder with a copy of the Trust Indenture.


The
Corporation may deem and treat the registered holder of this Note as the
absolute owner for the purpose of receiving payments of principal and interest
and for all other purposes (except as otherwise required by law),
notwithstanding any notice to the contrary.


This Note will
not be subject to prepayment by the Corporation without the consent of the
holder. [DELETE
AND REPLACE WITH REDEMPTION FEATURE IF APPLICABLE.] [Notwithstanding the
foregoing] / [In addition], if the Corporation determines that as a
result of certain changes in tax law certain additional amounts become payable,
the Corporation may at its option redeem all Notes, as a whole but not in part,
prior to their maturity as set forth in the Trust Indenture.


This Note
shall become valid only when certified below by the Trustee.


IN WITNESS WHEREOF the
Corporation has caused this Note to be signed by a duly authorized officer,
either manually or by facsimile signature.


	
  

 	
  

 	
  

 
	
  

 	
 AMERICAN EXPRESS CANADA CREDIT CORPORATION

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
   Name:
 

 
	
  

 	
  

 	
   Title:
 

 


GUARANTEE


          FOR VALUE
RECEIVED, AMERICAN EXPRESS CREDIT CORPORATION, a Delaware
corporation (hereinafter called the “Guarantor”) hereby unconditionally
guarantees the due and punctual payment of the principal amount of, premium (if
any) on, interest on (including, in the case of default, interest on the amount
in default) and any Additional Amounts (as defined in the Trust Indenture) on
the note upon which this guarantee is endorsed (the “Note”) when and as the same
shall become due and payable, whether at their respective due dates or on a
declaration or otherwise, in accordance with the terms of the Note and of the
Trust Indenture without any requirement that the holder first proceed against
American Express Canada Credit Corporation. The guarantee ranks pari passu
with the unsecured and unsubordinated debt of the Guarantor.







- 3 -


          This
guarantee has been given in accordance with the terms of the Trust Indenture
and is subject to all applicable provisions thereof and the same shall be
deemed to be incorporated herein.


          The
Guarantor hereby certifies and warrants that all acts, conditions and things
required to be done and performed and to have happened prior to the creation and
issuance of the guarantee to constitute the same and valid and legally binding
obligation of the Guarantor enforceable against it in accordance with its
terms, have been done and performed and have happened in due and strict
compliance with all applicable laws. 


          This
guarantee shall be governed by and construed in accordance with the laws of the
State of New York. 


          The
date of this guarantee is the date of the Note.


          The
Guarantor has irrevocably and unconditionally submitted to the non-exclusive
jurisdiction of (i) the courts and administrative tribunals of the Province of
Ontario, and (ii) any administrative proceeding in the Province of Ontario, in
any proceeding arising out of or related to the distribution of the Notes.


          This
guarantee shall not be valid or become obligatory for any purpose until the
Notes have been certified by or on behalf of the Trustee under the Trust
Indenture.


          IN WITNESS
WHEREOF AMERICAN EXPRESS CREDIT CORPORATION has caused this guarantee
to be executed by a duly authorized officer, either manually or by facsimile
signature.


	
  

 	
  

 	
  

 
	
  

 	
 AMERICAN EXPRESS
 CREDIT CORPORATION

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
   Name:
 

 
	
  

 	
  

 	
   Title:
 

 


TRUSTEE’S
CERTIFICATE


This Note is
one of the Notes referred to in the Trust Indenture mentioned above.







- 4 -


	
  

 	
  

 	
  

 
	
  

 	
 COMPUTERSHARE TRUST
 COMPANY OF CANADA

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
   Name:
 

 
	
  

 	
  

 	
   Title:
 

 










Exhibit
A


To:          COMPUTERSHARE
TRUST COMPANY OF CANADA


FOR VALUE RECEIVED
the undersigned hereby sells, transfers and assigns unto


	
  

 
	

 


 
	
 (Please print or typewrite name and address of transferee)

 



all of the
right, title and interest of the undersigned in and to the attached Note.


The
undersigned hereby irrevocably instructs you to transfer this Note (and all
principal and interest owing in respect hereof) on the registers maintained by
Computershare Trust Company of Canada and to issue in substitution therefor a
new Note of like principal amount, currency, interest rate features and
maturity date and registered in the name of the transferee.


	
  

 
	
 Dated on the ___________ day of___________

 
	
  

 
	

 


 
	
 Signature of transferor is hereby guaranteed

 
	
  

 
	

 


 



This signature
to this Note transfer must correspond with the name as set out on the face of
this Note in every particular without alteration or enlargement or any change
whatsoever, and must be guaranteed by a Canadian chartered bank or a major
Canadian trust company or by a Medallion signature guarantee from a member of a
recognized signature Medallion guarantee program. No transfer will be
registered during the fifteen days immediately preceding any date fixed for
payment of interest or principal on this Note.


IF REPAYMENT
FEATURE INCLUDED:

OPTION TO
ELECT REPAYMENT


The
undersigned hereby irrevocably requests and instructs the Corporation to repay
this Note (or portion thereof specified below) pursuant to its terms at a price
equal to the applicable repayment price thereof, together with interest to the
date of repayment to the undersigned at:


	
  

 
	

 


 
	
 (Please print or type name and address of the undersigned)

 
	
  

 
	

 


 
	
  

 
	

 


 



If less than
the entire principal amount of this Note is to be repaid, specify the portion
thereof which the Registered Holder elects to have repaid:___________; and
specify the denomination or denominations (which shall be in authorized
denominations) of the Notes to be issued to the Registered Holder for the
portion of this Note not being repaid (in the absence of any such
specification, one such Note will be issued for the entire portion not being
repaid): ___________







- 2 -


	
  

 
	
 Dated on the ________ day of__________________

 
	
 Signature of Registered Holder is hereby guaranteed

 
	
  

 
	

 


 
	
  

 
	

 


 



This signature
to this Note transfer must correspond with the name as set out on the face of
this Note in every particular without alteration or enlargement or any change
whatsoever, and must be guaranteed by a Canadian chartered bank or a major
Canadian trust company or by a Medallion signature guarantee from a member of a
recognized signature Medallion guarantee program. No payment will be made
during the fifteen days immediately preceding any date fixed for payment of
interest or principal on this Note.