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Exhibit 4.7  


 
 

NORANDA INC.
  Debt Securities    
    


 
 

Underwriting Agreement  
    


September 24,
2003 


Citigroup
Global Markets Inc.

Barclays Capital Inc.

Banc One Capital Markets, Inc.

Comerica Securities, Inc.

Deutsche Bank Securities Inc.

SunTrust Capital Markets, Inc.

Merrill Lynch, Pierce, Fenner & Smith

                      Incorporated

Trilon International Inc.

c/o Citigroup Global Markets Inc.

233 South Wacker Drive

Sears Tower, 87th Floor

Chicago, IL 60606 


Ladies
and Gentlemen: 


        Noranda Inc.,
a corporation organized under the laws of Ontario, Canada (the "Company") proposes, subject to the terms and conditions stated herein and in the Underwriting
Agreement Standard Provisions, dated September 24, 2003 (the "Standard Provisions"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the
Securities specified in Schedule II hereto (the "Designated Securities"). A copy of the Standard Provisions is set forth in Schedule III hereto. Each of the provisions of the
Standard Provisions is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Underwriting Agreement to the same extent as if such provisions had been set forth in
full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Underwriting Agreement. Each reference to the
Representatives herein and in the Standard Provisions so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Standard Provisions are used
herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12
of the Standard Provisions and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. 


        A
supplement to the Shelf Prospectus relating to the Designated Securities, substantially in the form heretofore delivered to you, is now proposed to be filed with the OSC, and a
supplement to the Prospectus relating to the Designated Securities, substantially in the form heretofore delivered to you, is now proposed to be filed with the Commission. 



        Subject
to the terms and conditions set forth herein and in the Standard Provisions incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters,
and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II
hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. 





 

        If
the foregoing is in accordance with your understanding of our agreement, please sign and return to us ten counterparts hereof, and upon acceptance hereof by you, on behalf of each of
the Underwriters, this letter and such acceptance hereof, including the Standard Provisions incorporated herein by reference, shall constitute a binding agreement among each of the Underwriters and
the Company. 



	 	 	Very truly yours,
	

 	
 	

Noranda Inc.
	

 	
 	

By:	
 	

/s/  L-E JOHANSSON      
 Name: L-E Johansson

Title:   Chief Financial Officer
	

 	
 	

By:	
 	

/s/  DEREK PANNELL      
 Name: Derek Pannell

Title:   President and Chief Executive Officer





Accepted as of the date hereof: 


Citigroup
Global Markets Inc. 



	

By:	
 	

/s/  W. BRENNAN SMITH      
 Name: W. Brennan Smith

Title:   Director




2






  



 
 

SCHEDULE I    
    



	Underwriter
 
	 	Principal Amount of Designated Securities to be Purchased

	Citigroup Global Markets Inc.	 	$ US 140,000,000
	Barclays Capital Inc.	 	87,500,000
	Banc One Capital Markets, Inc.	 	24,500,000
	Comerica Securities, Inc.	 	24,500,000
	Deutsche Bank Securities Inc.	 	24,500,000
	SunTrust Capital Markets, Inc.	 	24,500,000
	Merrill Lynch, Pierce, Fenner & Smith

                             Incorporated	 	17,500,000
	Trilon International Inc.	 	7,000,000
	 	 	

	 	Total:	 	$ US 350,000,000
	 	 	





I-1






  



 
 

SCHEDULE II    
    


Title of Designated Securities:  


        6.0% Notes due October 15, 2015 


Aggregate principal amount:  


        US$350,000,000 


Price to Public:  


        99.801% of the principal amount of the Designated Securities, plus accrued interest, if any, from September 29, 2003 



Purchase Price by Underwriters:  


        99.126% of the principal amount of the Designated Securities, plus accrued interest, if any, from September 29, 2003 


Underwriting Commission (including aggregate dollar amount):  


        0.675% of the principal amount of the Designated Securities (US$2,362,500) 


Specified funds for payment of purchase price:  


        Same day funds, to be paid by wire transfer, net of commission, to the Company 



Indenture:  


        Indenture dated as of July 1, 1992 as supplemented by the First Supplemental Indenture, dated as of July 15, 1992, the Second Supplemental
Indenture, dated as of June 1, 1993, the Third Supplemental Indenture, dated as of August 18, 1993, the Fourth Supplemental Indenture, dated as of June 16, 1994, the Fifth
Supplemental Indenture, dated as of July 17, 1995, the Sixth Supplemental Indenture, dated as of February 13, 2001 and the Seventh Supplemental Indenture dated as of February 21,
2001, each made between the Company, as issuer, and Montreal Trust Company of Canada, as trustee, and the Eighth Supplemental Indenture dated as of June 24, 2002 and the Ninth Supplemental
Indenture to be dated as of September 29, 2003, each made between the Company, as issuer, and Computershare Trust Company of Canada, as successor trustee (the "Indenture") 


Maturity: October 15, 2015 


Interest Rate: 6.0% 


Interest Payment Dates:  


        April 15 and October 15, commencing April 15, 2004 



Redemption Provisions:  


        The Designated Securities are redeemable in whole or in part at any time, at a redemption price equal to the greater of (1) 100% of the principal amount of
the notes, and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the notes (exclusive of interest accrued to the date of redemption) discounted
to the redemption date, calculated on a semi-annual basis (assuming a 360-day year of twelve 30-day months), at the Treasury Rate (as defined in the Prospectus)
plus 30 basis points, together in each case with accrued interest to the date of redemption. 


II-1





 



Sinking Fund Provisions:  


        No sinking fund provisions 


Manner of Delivery of Designated Securities:  



        Registered Global Securities 


Time of Delivery:  


        8:30 a.m. (New York City time), September 29, 2003 


Closing location:  



McCarthy
Tétrault LLP

4700 TD Bank Tower

Toronto Dominion

Toronto, Ontario

M5K 1E6 




Other Provisions:  


        The commercial (printed) copies of the Prospectus as amended or supplemented in relation to the Designated Securities requested by the Underwriters shall be made
available to the Underwriters in New York, New York no later than 10:00 a.m. on the second business day next succeeding the date of the Underwriting Agreement. 



Names and addresses of Designated Representatives:  



Citigroup
Global Markets Inc.

233 South Wacker Drive

Sears Tower, 87th Floor

Chicago, IL, 60606 



II-2








SCHEDULE III  


NORANDA INC.  


Debt Securities  


Underwriting Agreement

Standard Provisions  


September 24,
2003 


        From
time to time Noranda Inc., a corporation organized under the laws of Ontario (the "Company"), may enter into one or more underwriting agreements ("Underwriting Agreements"),
and, subject to the terms and conditions stated or provided for therein, issue and sell to the firms named as underwriters in the applicable Underwriting Agreement (such firms constituting the
"Underwriters" with respect to such Underwriting Agreement and the securities specified therein) certain of its debt securities (the "Securities") specified in such Underwriting Agreement (with
respect to such Underwriting Agreement, the "Designated Securities"). The standard provisions set forth herein may be incorporated by reference in any Underwriting Agreement and each reference herein
to the Underwriting Agreement shall refer to the Underwriting Agreement with respect to a particular issuance and sale of Designated Securities. 


        The
terms and rights of the Designated Securities shall be as specified in the Underwriting Agreement and in or pursuant to the indenture, including any supplements thereto (the
"Indenture"), identified in the Underwriting Agreement. 


        1.     The
Underwriting Agreement shall specify the firms designated as representatives (the "Representatives") of the Underwriters of the Designated Securities. The term
"Representatives" also refers to a single firm acting as sole representative of the Underwriters and to Underwriters who act without any firm being designated as their representative. The obligation
of the Company to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase any of the Securities shall be evidenced by the Underwriting Agreement with respect to
the Designated Securities specified therein. The Underwriting Agreement shall specify the aggregate principal amount of the Designated Securities, the initial public offering price of the Designated
Securities, the purchase price to be paid to the Company by the Underwriters for the Designated Securities, the commission to be paid by the Company to the Underwriters with respect to the sale of the
Designated Securities, the names of the Underwriters of the Designated Securities, the names of the Representatives of such Underwriters and the principal amount of the Designated Securities to be
purchased by each Underwriter and shall set forth the date, time and manner of delivery of the Designated Securities and payment therefor. The Underwriting Agreement shall also specify (to the extent
not set forth in the Indenture and the registration statement and prospectus with respect thereto) the terms of the Designated Securities, shall be in the form of an executed writing (which may be in
counterparts), and may be evidenced by an exchange of telegraphic communications or any other rapid transmission device designed to produce a written record of communications transmitted. The
obligations of the Underwriters under the Underwriting Agreement shall be several and not joint. 


        2.     The
Company represents and warrants to, and agrees with, each of the Underwriters that: 



        (a)   The
Company meets the requirements under the Securities Act (Ontario) and the rules and regulations adopted thereunder, as amended, and the published policy statements
of the Ontario Securities Commission (the "OSC"), including National Instruments 44-101 and 44-102 of the Canadian Securities Administrators, together with their respective
Companion Policies (collectively, the "OSA"), for use of a short form shelf prospectus with respect to the Securities, has filed with the OSC a preliminary short form shelf prospectus and a short form
shelf prospectus with respect to the Securities, and has been issued a receipt by the OSC for such short form shelf prospectus and any amendment thereto in the form heretofore delivered, along with
any documents (including any preliminary form of prospectus supplement) filed in connection therewith and all documents incorporated by reference therein, to the Representatives for each of the
Underwriters; no other document with respect to such short form shelf prospectus, amendment thereto, or document incorporated by reference therein has heretofore been filed or transmitted for filing
with the OSC; and no order having the effect of preventing or suspending the use of any prospectus relating 






 

to
the Securities has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Company, threatened by the OSC (such short form shelf prospectus, including any
amendments to the form of prospectus receipted by the OSC, is hereinafter called the "Shelf Prospectus"; and any reference to the Shelf Prospectus as amended or supplemented shall be deemed to refer
to the Shelf Prospectus as amended or supplemented in relation to the Designated Securities in accordance with Section 5(a) hereof, including any documents incorporated by reference therein as
of the date of filing of such amendment or supplement); 


        (b)   The
Company meets the eligibility requirements for use of Form F-9 ("Form F-9") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Securities and has filed a registration statement on Form F-9, including the short form shelf prospectus receipted by the OSC and modified as
required or permitted by Form F-9 (File No. 333-108720), with respect to the Securities and an appointment of agent for service of process upon the Company on
Form F-X (the "Form F-X") with the Securities and Exchange Commission (the "Commission"); such registration statement (including any pre-effective
amendment thereto) and any post-effective amendment thereto (each in the form heretofore delivered to the Representatives excluding exhibits to such registration statement, but including
all documents incorporated by reference in the prospectus contained therein, to the Representatives for each of the other Underwriters) have been declared effective by the Commission in such form; no
other document with respect to such registration statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any
documents filed with the Commission subsequent to the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no stop order suspending the
effectiveness of such registration statement has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Company, threatened by the Commission (any preliminary
prospectus (including any supplement thereto) included in such registration statement being hereinafter called a "Preliminary Prospectus"); the various parts of such registration statement, including
all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective, and
including any amendment or supplement to the Shelf Prospectus that is deemed by the OSA to be incorporated by reference into the Shelf Prospectus as of the date of such amendment or supplement
prepared and filed with the OSC in accordance with the OSA, being hereinafter called the "Registration Statement"; the prospectus relating to the Securities, in the form in which it has most recently
been filed, or transmitted for filing, with the Commission on or prior to the date of the Underwriting Agreement, being hereinafter called the "Prospectus"; any reference herein to any Preliminary
Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, as of the date of such Preliminary Prospectus or Prospectus, as the case may be;
any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus
or Prospectus, as the case may be, under the OSA or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and incorporated by reference in such Preliminary
Prospectus or Prospectus, as the case may be; and any reference to the Prospectus as amended or supplemented shall be deemed to refer to the Prospectus as amended or supplemented in relation to the
Designated Securities in accordance with Section 5(a) hereof, including any documents incorporated by reference therein as of the date of filing of such amendment or supplement; 



        (c)   The
Prospectus consists of, and the Prospectus as amended or supplemented will consist of, the Shelf Prospectus and the Shelf Prospectus as amended or supplemented,
respectively, except in each case for modifications required or permitted by Form F-9 and the applicable rules and regulations of the Commission; 


        (d)   The
documents incorporated by reference in the Prospectus, when they were filed with the OSC, complied in all material respects with the applicable requirements of the
OSA, and none of such documents, as of their respective issue dates, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to
make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Prospectus or any further amendment or supplement thereto, when such documents are
filed with the OSC and the 



2





 




Commission
will comply in all material respects with the applicable requirements of the OSA, and will not contain an untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in
conformity with information furnished in writing to the Company by or on behalf of an Underwriter of Designated Securities through the Representatives expressly for use in the Prospectus as amended or
supplemented relating to such Securities; 


        (e)   No
order preventing or suspending the use of any Preliminary Prospectus or preliminary prospectus supplement has been issued by the Commission, and each Preliminary
Prospectus and preliminary prospectus supplement did not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in
conformity with information furnished in writing to the Company by an Underwriter of Designated Securities through the Representatives expressly for use therein; 


        (f)    The
Shelf Prospectus conforms, and any further amendments or supplements to the Shelf Prospectus will conform, in all material respects, with the applicable requirements
of the OSA and do not and will not, as of their respective filing dates, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or
omissions made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of an Underwriter of Designated Securities through the Representatives expressly
for use in the Shelf Prospectus as amended or supplemented relating to such Securities; 


        (g)   The
Registration Statement, the Prospectus and the Form F-X conform, and any further amendments thereto will conform, in all material respects,
with the applicable requirements of the Securities Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and the rules and regulations of the Commission thereunder, and do
not and will not, as of the applicable effective date as to the Registration Statement and any amendment thereto and as of the applicable filing date as to the Prospectus and any amendment or
supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (i) in the case of
the Registration Statement, not misleading, and (ii) in the case of the Prospectus, in light of the circumstances under which they were made, not misleading; provided, however, that this
representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of an
Underwriter of Designated Securities through the Representatives expressly for use in the Prospectus as amended or supplemented relating to such Securities; 


        (h)   Neither
the Company nor any of its subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by reference in the
Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action,
order or decree, which loss or interference is materially adverse to the Company and its subsidiaries, on a consolidated basis, otherwise than as set forth or contemplated in the Prospectus as amended
or supplemented; and, since the respective dates as of which information is given in the Registration Statement and the Prospectus and, otherwise than as set forth or contemplated in the Prospectus as
amended or supplemented, there has not been any change in the capital stock of the Company (other than pursuant to stock dividends, conversions of securities, employee stock options and other employee
benefit plans and agreements described or referred to in the Prospectus as amended or supplemented), any increase in the long-term debt of the Company and its subsidiaries on a
consolidated basis, except as provided for in the Underwriting Agreement, or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial
position or results of operations of the Company and its subsidiaries, which change is (or, in the case of prospective changes, will be) materially adverse to the Company and its subsidiaries on a
consolidated basis; 



3





 




        (i)    The
Company has been duly incorporated and is validly existing as a corporation under the laws of the Province of Ontario and is current with respect to the filing of
annual returns with the Minister of Consumer and Business Services for the Province of Ontario, with power and authority (corporate and other) to own its properties and conduct its business as
described in the Prospectus as amended or supplemented; 


        (j)    The
Company has an authorized capitalization as set forth in the Prospectus as amended or supplemented; 


        (k)   The
Securities have been duly authorized, and, when the Designated Securities are issued and delivered pursuant to the Underwriting Agreement, the Designated Securities
will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture, which
will be substantially in the form, save for any indenture supplements relating to a particular issuance of Designated Securities, filed as an exhibit to the Registration Statement; the Indenture has
been duly authorized and duly qualified under the Trust Indenture Act and, at the Time of Delivery (as defined in Section 4 hereof) for the Designated Securities, the Indenture will constitute
a valid and legally binding instrument, enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors' rights and to general equity principles; and the Indenture conforms, and the Designated Securities will conform, in all material respects to the
descriptions thereof contained in the Prospectus as amended or supplemented; 



        (l)    The
issue and sale of the Designated Securities and the compliance by the Company with all of the provisions of the Designated Securities, the Indenture, the
Underwriting Agreement, and the consummation of the transactions therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a
default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the
Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, nor will such action result in any violation of the
provisions of the articles or by-laws of the Company or any statute or any order, rule or regulation of any court or governmental agency or body ("Governmental Agency") having jurisdiction
over the Company or any of its properties; and no consent, approval, authorization, order, registration, clearance or qualification ("Governmental Authorization") of or with any such Governmental
Agency is required for the issue and sale of the Designated Securities or the consummation by the Company of the transactions contemplated by the Underwriting Agreement or the Indenture, except such
as have been, or will have been prior to the Time of Delivery, obtained under the OSA, the Securities Act and the Trust Indenture Act and such Governmental Authorizations as may be required under
state securities or Blue Sky laws in connection with the purchase and distribution of the Designated Securities by the Underwriters; 


        (m)  The
statements set forth in the Prospectus under the caption "Description of Debt Securities" and in the Prospectus as amended or supplemented under the caption
"Description of the Notes", insofar as they purport to constitute a summary of the terms of the Securities and the Designated Securities, respectively, and under the captions "Plan of Distribution" in
the Prospectus and "Underwriting" in the Prospectus as amended or supplemented, insofar as they purport to describe the provisions of the laws and documents referred to therein, are fair summaries of
the matters referred to therein; 


        (n)   Neither
the Company nor any of its subsidiaries is in violation of its certificate of incorporation or by-laws. Neither the Company nor any of its
subsidiaries is in default in the performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other
agreement or instrument to which it is a party or by which it or any of its properties may be bound, except such violations or defaults which the Company has reasonable cause to believe would not
individually or in the aggregate have a material adverse effect on the consolidated financial position, shareholders' equity or results of operation of the Company and its subsidiaries on a
consolidated basis; 


        (o)   Other
than as set forth in the Prospectus as amended or supplemented, there are no legal or governmental proceedings pending to which the Company or any of its
subsidiaries is a party or of which 



4





 




any
property of the Company or any of its subsidiaries is the subject which the Company has reasonable cause to believe would individually or in the aggregate have a material adverse effect on the
consolidated financial position, shareholders' equity or results of operations of the Company and its subsidiaries on a consolidated basis; and, to the best of the Company's knowledge, no such
proceedings are threatened or contemplated by any Governmental Agency or threatened by others; 


        (p)   The
Company is not and, after giving effect to the offering and sale of the Designated Securities, will not be an "investment company," as such term is defined in the
Investment Company Act of 1940, as amended (the "Investment Company Act"); 



        (q)   No
withholding tax imposed under the federal laws of Canada will be payable in respect of the commission or fee to be paid by the Company pursuant to the Underwriting
Agreement to any Underwriter
who is not resident in Canada and with whom the Company deals at arm's length, provided that such commission or fee is reasonable in the circumstances and is payable in respect of identifiable
services rendered by such Underwriter outside of Canada and which are performed by such Underwriter in the ordinary course of a business carried on by it that includes the performance of such a
service for a commission or fee; and 


        (r)   Ernst &
Young, chartered accountants, who have certified certain financial statements of the Company and its subsidiaries are independent public accountants as
required by the Securities Act and the rules and regulations of the Commission thereunder. 




        3.     (a)
Upon the execution of the Underwriting Agreement and authorization by the Representatives of the release of the Designated Securities, the several Underwriters
propose to offer the Designated Securities for sale upon the terms and conditions set forth in the Prospectus as amended or supplemented. 



        (b)   Each
Underwriter represents that it has not offered or sold, directly or indirectly, and agrees that it will not, directly or indirectly, offer, sell or deliver any of
the Designated Securities purchased by it under the Underwriting Agreement, in Canada or to any resident of Canada, in contravention of the securities laws of any province or territory of Canada. Each
Underwriter further agrees that it will include a comparable provision in any sub-underwriting, banking group or selling group agreement or similar arrangement with respect to the
Designated Securities that may be entered into by such Underwriter. 




        4.     Designated
Securities to be purchased by each Underwriter pursuant to the Underwriting Agreement, in definitive form to the extent practicable (except as otherwise
provided in the Underwriting Agreement) and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours' prior notice to the
Company, and payment of the aggregate underwriting commission in respect of the Designated Securities set forth in the Underwriting Agreement, shall be delivered by or on behalf of the Company to the
Representatives for the account of such Underwriter, against payment by such Underwriter or on its behalf of the purchase price for such Designated Securities set forth in the Underwriting Agreement,
each such payment to be made in the manner and in the funds specified in the Underwriting Agreement, all at the place and time and date specified in the Underwriting Agreement or in such other manner
and funds and at such other place and time and date as the Representatives and the Company may agree upon in writing, such time and date being herein called the "Time of Delivery" for such Designated
Securities. 


        5.     The
Company agrees with each of the Underwriters of the Designated Securities: 



        (a)   To
prepare a supplement to the Shelf Prospectus in accordance with the requirements of the OSA, and a supplement to the Prospectus consisting of the supplement to the
Shelf Prospectus modified as required or permitted by Form F-9, in each case in a form approved by the Representatives (which approval shall not be unreasonably withheld), and
(i) to file such supplement to the Shelf Prospectus with the OSC pursuant to the OSA not later than the OSC's close of business on the second business day following the execution and delivery
of the Underwriting Agreement or, if applicable, such earlier time as may be required by the OSA, and (ii) to file such supplement to the Prospectus with the Commission pursuant to General
Instruction II.K. of Form F-9 not later than the Commission's close of business on the next business day following such filing with the OSC or, if applicable, such earlier
time as may be required by such General Instruction II.K. or the OSA; to make no further amendment or supplement to the Shelf Prospectus, the Registration Statement or the Prospectus
after the date of the Underwriting Agreement and 



5





 

prior
to the Time of Delivery unless such amendment or supplement is approved by the Representatives after reasonable notice thereof (which approval shall not be unreasonably withheld); to advise the
Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof; to file promptly with the OSC all documents required to be
filed by the Company with the OSC that are deemed to be incorporated by reference into the Shelf Prospectus and with the Commission all reports and any definitive proxy or information statements
required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act, in each case, for so long as the delivery of a prospectus is required in
connection with the offering or sale of such Securities, and during such same period to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment to the
Shelf Prospectus or Registration Statement has been filed or becomes effective or any supplement to the Shelf Prospectus, the Prospectus or any amended Prospectus has been filed with the OSC or the
Commission, of the issuance by the OSC or the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities, of the suspension of the
qualification of such Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the OSC or the Commission for
the amending or supplementing of the Shelf Prospectus, the Registration Statement or the Prospectus or for additional information relating to the Securities, the Shelf Prospectus, the Registration
Statement or the Prospectus; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending
any such qualification, to use promptly its best efforts to obtain its withdrawal; 


        (b)   Promptly
from time to time to take such action as the Representatives may reasonably request to qualify such Securities for offering and sale under the securities laws
of such jurisdictions as the Representatives may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may
be necessary to complete the distribution of such Securities; provided, however, that the Company shall not be required to (i) qualify
as a foreign corporation or as a dealer in securities in any jurisdiction, (ii) file any general consent to service of process or (iii) subject itself to taxation in any jurisdiction if
it is not so subject; 


        (c)   To
furnish the Underwriters in New York City with copies of each Registration Statement (two of which will be signed and will include all exhibits, including
signed copies of all consents and certificates of experts) to the extent not otherwise available on EDGAR, as well as copies of the Prospectus as amended or supplemented in such reasonable quantities
as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required by law at any time in connection with the offering or sale of the Designated
Securities and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit
to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for
any other reason it shall be necessary during such same period to amend or supplement the Shelf Prospectus or the Prospectus or to file under the OSA or the Exchange Act any document incorporated by
reference in the Prospectus in order to comply with the OSA, the Securities Act, the Exchange Act or the Trust Indenture Act, to notify the Representatives and upon their reasonable request to file
such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended
Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; 


        (d)   To
make generally available to its securityholders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration
Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with
Section 11 (a) of the Securities Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158 thereunder); and 



        (e)   During
the period beginning from the date of the Underwriting Agreement and continuing to and including the Time of Delivery for the Designated Securities, not to offer,
sell, contract to sell or otherwise dispose of any debt securities of the Company which mature more than one year after such Time of 



6





 




Delivery
and which are substantially similar to the Designated Securities, without the prior written consent of the Representatives, such consent not to be unreasonably withheld. 




        6.     The
Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and
expenses of the Company's counsel and accountants in connection with the filing with respect to the Securities under the OSA, the registration of the Securities under the Securities Act, any listing
of the Designated Securities on a stock exchange or automated quotation system, and all other expenses in connection with the preparation, printing and filing in Ontario and the United States
of America, as may be applicable, of the Registration Statement, any Preliminary Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof
to the Underwriters and dealers; (ii) subject to such limitation as may be set forth in the Underwriting Agreement, the cost of printing or producing any Agreement among Underwriters, these
Standard Provisions, the Underwriting Agreement, any Indenture, any Blue Sky and Legal Investment Memoranda; (iii) subject to such limitation as may be set forth in the Underwriting Agreement,
all reasonable expenses in connection with the qualification of the Designated Securities for offering and sale under state securities laws as provided in Section 5(b) hereof, including the
reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky and legal investment surveys; (iv) any fees charged
by securities rating services for rating the Securities; (v) any filing fees incident to any required review by the National Association of Securities Dealers, Inc. of the terms of the
sale of the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any Trustee and any agent of any Trustee and the reasonable fees and disbursements of
counsel for any Trustee in connection with any Indenture and the Securities; and (viii) all other costs and expenses incident to the performance of its obligations pursuant to the Underwriting
Agreement which are not otherwise specifically provided for in this Section. It is understood, however, that, except as otherwise specifically provided in this Section, Section 8 and
Section 11 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any
advertising expenses connected with any offers they may make, including the expenses of any "tombstone" advertisement related to the offering of the Designated Securities; provided, that no such
tombstone advertisement shall be published without the prior approval of the Company, which approval shall not be unreasonably withheld. 


        7.     The
obligations of the Underwriters of the Designated Securities under the Underwriting Agreement shall be subject, in the discretion of the Representatives, to the
condition that all representations and warranties and other statements of the Company in or incorporated by reference in the Underwriting Agreement are, at and as of the Time of Delivery, true and
correct, the condition that the Company shall have performed all of its obligations pursuant to the Underwriting Agreement theretofore to be performed, and the following additional conditions: 



        (a)   The
supplement to the Shelf Prospectus shall have been filed with the OSC pursuant to the applicable rules and regulations of the OSA within the applicable time period
prescribed for such filing thereunder and the supplement to the Prospectus shall have been filed with the Commission pursuant to General Instruction II.K. of Form F-9 within
the applicable time period prescribed for such filing by the rules and regulations under the Securities Act and, in each case, in accordance with Section 5(a) hereof; no stop order suspending
the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or, to the knowledge of the Company, threatened
by the Commission; no order having the effect of preventing or suspending the use of any prospectus relating to the Securities shall have been issued and no proceeding for that purpose shall have been
initiated or, to the knowledge of the Company, threatened by the OSC; and all requests for additional information on the part of each of the OSC and the Commission shall have been complied with to the
Representatives' reasonable satisfaction; 


        (b)   Counsel
for the Underwriters shall have furnished to the Representatives such opinion or opinions, dated the Time of Delivery for the Designated Securities, with respect
to the validity of the Indenture, the Designated Securities, the Registration Statement, the Prospectus as amended or supplemented and other related matters as the Representatives may reasonably
request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters (it being understood that, to the extent such opinion
relates to the laws of Ontario and 



7





 




the
federal laws of Canada applicable therein, such counsel shall be entitled to rely on the opinion of Canadian counsel to the Company delivered pursuant to Section 7(c) hereof); 



        (c)   The
Company shall have furnished to the Representatives the written opinion of McCarthy Tétrault LLP, Canadian counsel for the Company (or other
Canadian counsel for the Company reasonably satisfactory to the Representatives), dated the Time of Delivery for the Designated Securities, in form and substance satisfactory to the Representatives,
to the effect that: 



        (i)    The
Company has been duly incorporated and is validly existing under the laws of the Province of Ontario, with full corporate power and authority to own its properties
and conduct its business as described in the Prospectus as amended or supplemented; 


        (ii)   The
Company has an authorized capitalization as set forth in the Prospectus; 


        (iii)  To
the best of such counsel's knowledge, based solely upon documents provided to such counsel by the Company and conferences with the Company in connection with the
offering of the Securities, and other than as set forth or contemplated in the Prospectus as amended or supplemented, there are no legal or governmental proceedings pending to which the Company or any
of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which are of a character required by the OSA to be described or referred to in the
Prospectus or a supplement thereto, and no such proceedings are threatened or contemplated by governmental authorities or threatened by others; 


        (iv)  The
Underwriting Agreement has been duly authorized and, to the extent that execution and delivery are governed by the laws of Ontario, executed and delivered by the
Company; 


        (v)   The
Designated Securities have been duly authorized, authenticated and issued pursuant to the Indenture and, to the extent that execution and delivery are matters
governed by the laws of Ontario, executed and delivered by the Company; and the Designated Securities and the Indenture conform in all material respects to the descriptions thereof in the Prospectus
as amended or supplemented; 


        (vi)  The
Indenture has been duly authorized and, to the extent that execution and delivery are matters governed by the laws of the province of Ontario, executed and
delivered by the Company; 


        (vii) The
issue and sale of the Designated Securities and the performance by the Company of its obligations under each of the Designated Securities, the Indenture and the
Underwriting Agreement and the consummation of the transactions therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a
default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel (except any conflict, breach or violation not readily ascertainable from
the face of any such indenture, mortgage, deed of trust, loan agreement or other agreement or instrument or arising under or based upon any cross default provision insofar as it relates to an
indenture, mortgage, deed of trust, loan agreement or other agreement or instrument not known to such counsel), based solely upon documents provided to such counsel by the Company and conferences with
the Company in connection with the offering of the Securities, to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, nor
will such actions result in any violation of the provisions of the articles or by-laws of the Company, or any statute or any rule or regulation or, to the best of such counsel's knowledge,
without having made any special inquiries in that regard, any order of any Ontario or Canadian federal court or any Ontario or Canadian federal Governmental Agency having jurisdiction over the Company
or any of its properties; 


        (viii) No
consent, approval, authorization, order, registration, clearance or qualification of or with any such Ontario or Canadian federal court or Governmental Agency is
required for the issue and sale of the Designated Securities or the consummation by the Company of the other transactions contemplated by the Underwriting Agreement or the Indenture, except such as
have been obtained; 




8





 





        (ix)  The
Prospectus has been duly approved by, or under the authority of, the Board of Directors of the Company, and the Shelf Prospectus and each amendment thereto has been
duly executed on behalf of the Company in accordance with the OSA; 


        (x)   The
documents incorporated by reference in the Shelf Prospectus, each as amended or supplemented (other than the financial statements and related schedules and other
financial information contained therein, as to which counsel need express no opinion), as of their respective issue dates and the dates they were filed with the OSC, complied as to form in all
material respects with the applicable requirements of the OSA; 


        (xi)  The
Prospectus, as amended or supplemented, together with a certificate of the Underwriters, a certificate of the Company, a section entitled "Purchasers' Statutory
Rights" and disclosure of certain underwriting conflicts, and a dated front cover page containing mandated legends, as would be required under the OSA, would be the entire disclosure document required
to offer the Designated Securities if the offering and distribution of the Designated Securities were being qualified and made in the Province of Ontario, the principal jurisdiction of Canada
designated by the Company in connection with the offering of the Designated Securities; the exhibits to the Registration Statement included or incorporated by reference in the Prospectus and the
documents incorporated by reference in the Prospectus as amended or supplemented, include the only reports or information (other than the Shelf Prospectus) that in accordance with the requirements of
Ontario law would be required to be made publicly available by the OSC if the offering of the Designated Securities were being made in the Province of Ontario; and the Prospectus, as
amended or supplemented, complies as to form in all material respects with the applicable requirements of the OSA as interpreted and applied by the Reviewing Authority, except that the Prospectus, as
amended or supplemented, excludes a certificate of the Underwriters, a certificate of the Company, a section entitled "Purchasers' Statutory Rights" and a dated cover page containing mandated legends,
as would be required under the OSA; 


        (xii) The
Company has received an appropriate receipt from the OSC for the Shelf Prospectus and any amendments thereto filed under the OSA prior to the Time of Delivery; to
the best knowledge of such counsel without having made any special enquiry, no order having the effect of ceasing or suspending the distribution of the Designated Securities has been issued and no
proceeding for that purpose has been initiated or threatened by the OSC; 


        (xiii) The
statements as to Canadian taxation set forth in the Prospectus as amended or supplemented under the caption "Certain Income Tax
Considerations — Canada" insofar as such statements constitute a summary of the Canadian legal matters, documents or proceedings referred to therein are a fair
summary of the principal Canadian federal income tax considerations to prospective purchasers who are described under such heading; 


        (xiv) No
withholding tax imposed under the federal laws of Canada will be payable in respect of the commission or fee to be paid by the Company pursuant to the Underwriting
Agreement to any Underwriter who is not resident in Canada and with whom the Company deals at arm's length, provided that such commission or fee is reasonable in the circumstances and is payable in
respect of identifiable services rendered by such Underwriter outside of Canada and which are performed by such Underwriter in the ordinary course of a business carried on by it that includes the
performance of such a service for a commission or fee; 


        (xv) A
court of competent jurisdiction in the Province of Ontario (a "Canadian Court") would give effect to the choice of the law of the State of New York
("New York law") as the proper law governing the enforcement of the Indenture, the Designated Securities and the Underwriting Agreement, provided that such choice of law is bona fide (in the
sense that it was not made with a view to avoiding the consequences of the laws of any other jurisdiction) and provided that such choice of law is not contrary to public policy, as that term is
understood under the laws of the Province of Ontario and the federal laws of Canada applicable therein and in such counsel's opinion the choice of New York law is not contrary to public policy,
as that term is understood under the laws in the Province of Ontario and the federal laws of Canada applicable therein; 




9





 





        (xvi) In
an action on a final and conclusive judgment in personam of any federal or state court sitting in the Borough of Manhattan, The City of
New York, New York (a "New York Court") that is not impeachable as void or voidable under New York law, a Canadian Court would give effect to the appointment by the Company
of CT Corporation System as its agent for service in the United States of America under the Indenture, the Designated Securities and the Underwriting Agreement and to the provisions in the
Indenture, and the Underwriting Agreement whereby the Company has submitted to the non-exclusive jurisdiction of a New York Court; 


        (xvii) If
the Indenture, the Designated Securities or the Underwriting Agreement are sought to be enforced in the Province of Ontario in accordance with the laws applicable
thereto as chosen by the parties, namely New York law, a Canadian Court would, subject to paragraph (xv) above, recognize the choice of New York law, and, upon appropriate
evidence as to such law being specifically pleaded and proved, apply such law to all issues that, under the conflict of law rules of the Province of Ontario, are to be determined in accordance with
the proper or governing law of a contract, provided that such court will not apply (i) those laws of New York which it characterizes as being of a revenue, penal or public law nature, or
(ii) those laws of New York, the application of which would be contrary to public policy, as that term is understood under the laws of the Province of Ontario and the federal laws of
Canada applicable therein; provided, however, that, in matters of procedure, the laws of the Province of Ontario will be applied, and a
Canadian Court will retain discretion to decline to hear such action if it is contrary to public policy, as that term is understood under the laws of the Province of Ontario and the federal laws of
Canada applicable therein, for such court to do so, or if such court is not the proper forum to hear such an action or if concurrent proceedings are being brought elsewhere and in such counsel's
opinion none of the provisions of the Indenture, the Designated Securities or the Underwriting Agreement are contrary to public policy, as that term is understood under the laws of the Province of
Ontario and the federal laws of Canada applicable therein; and 


        (xviii) The
laws of the Province of Ontario permit an action to be brought in a Canadian Court to enforce a final and conclusive judgment in
personam of a New York Court respecting the enforcement of the Indenture, the Designated Securities and the Underwriting Agreement that is not impeachable as void or voidable
under New York law for a sum certain if: (A) the court rendering such judgment properly exercised jurisdiction over the judgment debtor as recognized by the courts of the Province of
Ontario (and submission by the Company to the jurisdiction of the New York Court pursuant to the Indenture and the Underwriting Agreement will be sufficient for this purpose); (B) such
judgment was not obtained by fraud or in a manner contrary to natural justice and the enforcement thereof would not be inconsistent with public policy, as such term is understood under the laws of the
Province of Ontario and the federal laws of Canada applicable therein or contrary to any order made by the Attorney General of Canada under the Foreign Extraterritorial Measures Act (Canada) or by the
Competition Tribunal under the Competition Act (Canada); (C) a dispute between the same parties based on the same subject matter has not given rise to a decision rendered by a court in the
Province of Ontario or been decided by a foreign authority and the decision meets the necessary conditions for recognition under the laws of the Province of Ontario; (D) no new admissible
evidence relevant to the action is discovered prior to the rendering of judgment by the Canadian Court; (E) in the case of a judgment obtained by default, there has been no manifest error in
the granting of such judgment; (F) the enforcement of such judgment does not constitute, directly or indirectly, the enforcement of foreign revenue, expropriatory, penal or public laws;
(G) interest on the Notes is not characterized by the Canadian Court as interest payable at a criminal rate within the meaning of Section 347 of the Criminal Code (Canada); and
(H) the action to enforce such judgment is commenced within the relevant limitation period prescribed under the laws of the Province of Ontario, except that, under the Currency Act (Canada), a
Canadian Court may only give judgment in Canadian dollars; and in such counsel's opinion a Canadian Court should not avoid the enforcement of judgments of a New York Court respecting the
enforcement of the Indenture and the Underwriting Agreement on the basis of a reasonable interpretation of public policy, as that term is understood under the laws of the Province of Ontario and the
federal laws of Canada applicable therein. 




10





 







        Such
counsel shall state that it has participated in discussions with representatives of the Company, the Representatives, United States counsel to the Company, representatives of
the independent auditors of the Company, and counsel for the Underwriters at which the contents of the Registration Statement and the Prospectus were reviewed and discussed and, although such counsel
has not verified and assumes no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or any amendment thereto, or the Prospectus or any
amendment thereto or supplement thereof, except as expressly stated in such counsel's opinion pursuant to the requirements of this Section 7(c), such counsel has no reason to believe that, as
of its date, the Prospectus as amended or supplemented or any further amendment or supplement thereto made by the Company prior to the Time of Delivery (other than the financial statements and related
reports thereon or schedules and other financial information contained therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a
material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading or that, as of the Time of Delivery, the Prospectus as amended or
supplemented or any further amendment or supplement thereto made by the Company prior to the Time of Delivery (other than the financial statements and related reports thereon or schedules and other
financial information contained therein, as to which such counsel need express no opinion) contains an untrue statement of a material fact or omits to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading; 


        Such
Canadian counsel may limit their opinion to the laws of Ontario and the federal laws of Canada applicable therein and, to the extent such opinion relates to the laws of the
United States or the State of New York, may rely exclusively upon the opinion of United States counsel to the Company delivered pursuant to Section 7(d) hereof. 



        (d)   The
Company shall have furnished to the Representatives the written opinion of Fried, Frank, Harris, Shriver & Jacobson (a partnership including professional
corporations), United States counsel for the Company (or other United States counsel reasonably satisfactory to the Representatives), dated the Time of Delivery for the Designated
Securities, in form and substance satisfactory to the Representatives, to the effect that: 




        (i)    Assuming
the compliance of the Prospectus and the Prospectus as amended or supplemented, including the documents incorporated by reference therein, with the requirements
of the securities laws, rules and regulations of the Province of Ontario as interpreted and applied by the OSC, and other requirements of Canadian law, in such counsel's opinion, the Registration
Statement and the Prospectus as amended or supplemented and any further amendments and supplements thereto made by the Company prior to the Time of Delivery for the Designated Securities, (other than
the financial statements, notes or schedules and other financial or accounting data included therein or omitted therefrom, as to which such counsel need express no opinion) appear on their face to be
appropriately responsive as to form in all material respects to the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. 



        (ii)   To
such counsel's knowledge, based solely upon documents provided to such counsel by the Company and conferences with the Company in connection with the offering of the
Securities, and other than as set forth in the Prospectus as amended or supplemented, there are no legal or governmental proceedings pending in the United States to which the Company or any of
its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which would be required to be disclosed pursuant to Item 103 (other than
Instruction 5.C. thereto as it relates to environmental claims) of Regulation S-K under the Securities Act, if it were applicable to the Prospectus as amended or
supplemented and which have not been disclosed, and no such proceedings are threatened by governmental authorities or threatened by others; 



        (iii)  Assuming
the due authorization, execution and delivery of the Underwriting Agreement under Canadian federal and Ontario law, the Underwriting Agreement (to the extent
that execution and delivery are governed by the laws of the State of New York) has been executed and delivered by the Company; 


        (iv)  Assuming
the due authorization, execution, issuance and delivery of the Designated Securities by the Company under Canadian federal and Ontario law, and assuming the
Designated 




11





 





Securities
have been authenticated by the Trustee, the Designated Securities (to the extent execution, issuance and delivery are governed by the laws of the State of New York) have been duly
executed, authenticated, issued and delivered and constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits
provided by the Indenture (a) subject to (1) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance and other similar laws affecting creditors' rights and remedies
generally and (2) general principles of equity, including, without limitation, standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the
availability of equitable remedies, whether such principles are considered in a proceeding at law or in equity and (b) except such counsel need express no opinion as to Section 1.17 of
the Indenture providing for the Company's indemnity against loss in connection with obtaining a court judgment in another currency; and the statements in the Prospectus, as amended or supplemented,
under the captions "Description of the Notes" and "Description of Debt Securities", insofar as they purport to describe the provisions of the documents referred to therein, fairly summarize the
matters referred to therein.; 


        (v)   Assuming
the due authorization, execution and delivery of the base indenture and the first, second, third, fourth, fifth, sixth, seventh and eighth supplements thereto,
all of which form a part of the Indenture, by the Company under all relevant Canadian federal and Ontario law and New York law, and assuming the due authorization, delivery and execution
of the ninth supplement to the base indenture, which also form a part of the Indenture, under all relevant Canadian federal and Ontario law, and assuming the due authorization, execution and
delivery of the Indenture by the Trustee, the ninth supplement to the base indenture (to the extent execution and delivery are governed by the laws of the State of New York) has been duly
executed and delivered by the Company, and the Indenture constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms (a) subject to (1) applicable
bankruptcy, insolvency, moratorium, fraudulent conveyance and other similar laws affecting creditors' rights and remedies generally and (2) general principles of equity, including, without
limitation, standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in
a proceeding at law or in equity and (b) except such counsel need express no opinion as to Section 1.17 of the Indenture providing for the Company's indemnity against loss in connection
with obtaining a court judgment in another currency; and the Indenture has been qualified under the Trust Indenture Act; 


        (vi)  No
consent, approval, authorization, order, registration or qualification of or with any court or Governmental Agency or body of the United States is required on
the part of the Company for the issue and sale of the Designated Securities or the consummation by the Company of the transactions contemplated by the Underwriting Agreement or the Indenture, except
such as have been obtained under the Securities Act
and the Trust Indenture Act and such consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the
purchase and distribution of the Designated Securities by the Underwriters or by the National Association of Securities Dealer's, Inc. in connection therewith; 


        (vii) The
Company is not and, after giving effect to the offering and sale of the Securities, will not be an "investment company", as such term is defined in the Investment
Company Act. 


        (viii) The
statements set forth in the Prospectus as amended or supplemented under the caption "Certain Income Tax
Considerations — United States", insofar as they purport to describe the provisions of the laws and documents referred to therein, fairly summarize the
matters referred to therein; and 


        (ix)  Such
counsel shall set forth in the body of such counsel's opinion letter statements to the effect that (A) the Registration Statement is effective under the
Securities Act; (B) the Form F-X was filed by the Company with the Commission prior to the effectiveness of the Registration Statement; (C) any required filing of the
Prospectus or any supplement thereto was made in accordance with General Instruction II.K. of Form F-9; and (D) such counsel was informed telephonically by a member 




12





 





of
the staff of the Commission at the Time of Delivery that there are no stop orders suspending the effectiveness of the Registration Statement. 





        Such
counsel shall state that (i) in the course of the preparation by the Company of the Registration Statement and the Prospectus as amended or supplemented, it has participated
in conferences with certain of the officers and representatives of, and the independent public accountants for, the Company, at which the contents of the Registration Statement and the Prospectus as
amended or supplemented were discussed and (ii) between the date of effectiveness of the Registration Statement and the time of delivery of the letter, it participated in additional conferences
with certain of the officers and representatives of, and the independent public accountants for, the Company, at which the contents of the Registration Statement and the Prospectus as amended or
supplemented were discussed. Such counsel may state that, given the limitations inherent in the independent verification of factual matters and the character of determinations involved in the
registration process, it is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the
Prospectus as amended or supplemented, except as set forth in paragraphs (iv) and (viii) of this subsection (d), and has made no independent check or verification thereof.
Such counsel shall also state (a) that, subject to the foregoing and on the basis of information gained in the course of the performance of the services referred to above, including information
obtained from officers and representatives of, and the independent public accountants for, the Company, no facts have come to such counsel's attention that cause it to believe that the Registration
Statement, as of the date of the Underwriting Agreement, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to
make the statements therein not misleading or the Prospectus as amended or supplemented, as of its date, contained any untrue statement of a material fact or omitted to state a material fact necessary
to make the statements contained therein, in light of the circumstances under which they were made, not misleading and (b) that, subject to the foregoing, no facts have come to such counsel's
attention in the course of the proceedings described in (ii) above that cause it to believe that the Prospectus as amended or supplemented
as of the date and time of delivery of the letter contains any untrue statement of a material fact omits to state a material fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. In each case, however, such counsel may state that it expresses no view or belief with respect to financial statements, notes or schedules and
other financial or accounting data included in or omitted from the Registration Statement or Prospectus as amended or supplemented. 



        Insofar
as the opinion set forth above addresses the Prospectus, the Prospectus as amended or supplemented and the documents incorporated therein by reference, and insofar as such
documents were prepared, in accordance with the requirements of the securities laws, rules or regulations of the Province of Ontario, Canada, as interpreted and applied by the OSC, and other
requirements of Canadian law, such counsel may state that it does not express any opinion with respect to the compliance of such documents with such requirements. 


        Such
United States counsel may limit their opinion to the laws of the United States of America and the laws of the State of New York applicable therein and, to the
extent such opinion relates to the federal and provincial laws of Canada, may rely upon the opinion of Canadian counsel to the Company delivered pursuant to Section 7(c) hereof; 



        (e)   On
the date of the Underwriting Agreement and at the Time of Delivery for the Designated Securities, Ernst & Young, chartered accountants, shall have furnished to
the Representatives a letter, dated the date of delivery of such letter to the effect set forth in Annex I hereto, and with respect to such letter dated such Time of Delivery, as to such other matters
of the type ordinarily included in "comfort letters" from accountants to underwriters as the Representatives may reasonably request and in form and substance reasonably satisfactory to the
Representatives; 


        (f)    (i)
Neither the Company nor any of its subsidiaries shall have sustained since the date of the most recent audited consolidated financial statements included or
incorporated by reference in the Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or
court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus as amended or supplemented, and (ii) since the 



13





 




respective
dates as of which information is given in the Prospectus and, otherwise than as set forth or contemplated in the Prospectus as amended or supplemented, there shall not have been any change
in the capital stock of the Company (other than pursuant to stock dividends, conversions of securities, employee stock options and other employee benefit plans and agreements described or referred to
in the Prospectus as amended or supplemented), any increase in the long-term debt of the Company and its subsidiaries on a consolidated basis, except as provided for in the Underwriting
Agreement, or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position or results of operations of the Company and its
subsidiaries on a consolidated basis, otherwise than as set forth or contemplated in the Prospectus as amended or supplemented, the effect of which, in any such case described in Clause (i)
or (ii), is in the reasonable judgment of the Representatives so material and adverse to the Company and its subsidiaries on a consolidated basis as to materially adversely affect the public
offering or the delivery of the Designated Securities on the terms and in the manner contemplated in the Prospectus as amended or supplemented; 


        (g)   On
or after the date of the Underwriting Agreement and at or prior to the Time of Delivery (i) no downgrading shall have occurred in the rating accorded the
Company's debt securities by Moody's Investors Service, Inc., Standard & Poor's Ratings Group, a division of McGraw Hill Inc., Canadian Bond Rating Services, Inc. or
Dominion Bond Rating Service Limited, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of
any of the Company's debt securities; 


        (h)   On
or after the date of the Underwriting Agreement and at or prior to the Time of Delivery there shall not have occurred any of the following: (i) a suspension or
material limitation in trading in securities generally on the New York Stock Exchange or the Toronto Stock Exchange or a suspension or material limitation in trading in the Company's securities
on the Toronto Stock Exchange; (ii) a general moratorium on commercial banking activities in (1) New York declared by either Federal or New York State authorities, or
(2) Toronto declared by either federal or provincial authorities; or (iii) the outbreak or escalation of hostilities or the declaration by Canada or the United States of a
national emergency or war or any other calamity or crisis, if the effect on the financial markets in the United States of America or Canada of any such event specified in this
clause (iii) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Designated Securities on the terms and in
the manner contemplated in the Prospectus as amended or supplemented relating to the Designated Securities; and 


        (i)    The
Company shall have furnished or caused to be furnished to the Representatives at the Time of Delivery for the Designated Securities a certificate or certificates of
officers of the Company reasonably satisfactory to the Representatives as to the accuracy of the representations and warranties of the Company herein at and as of such Time of Delivery, as to the
performance by the Company of all of its obligations pursuant to the Underwriting Agreement to be performed at or prior to such Time of Delivery, as to the matters set forth in subsections (a)
and (f) of this Section and as to such other matters as the Representatives may reasonably request. 




        8.     (a)
The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may
become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, the Prospectus as amended or supplemented and
any other prospectus relating to the Securities, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection
with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be
liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made
in any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, the Prospectus as amended or supplemented and any other prospectus relating to the Securities, or any
such amendment or supplement in 


14





 

reliance
upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter of Designated Securities through the Representatives expressly for use in the
Prospectus as amended or supplemented relating to such Securities; 



        (b)   Each
Underwriter will indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which the Company may become subject, under the
Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, the Prospectus as amended or supplemented and any other prospectus relating to
the Securities, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in
any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, the Prospectus as amended or supplemented and any other prospectus relating to the Securities, or any
such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter through the Representatives expressly for use
therein; and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are
incurred. 


        (c)   Promptly
after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall,
if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify
the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any
indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may elect by
written notice delivered to such indemnified party promptly after receiving the aforesaid notice from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the
defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the
indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal
expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No
indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or
threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim)
unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party. 


        (d)   If
the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a)
or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and the Underwriters of the Designated Securities on the other from the offering of the Designated Securities to which such loss, claim, damage or liability (or
action in respect thereof) relates. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice
required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not
only such relative benefits but also the 



15





 




relative
fault of the Company on the one hand and the Underwriters of the Designated Securities on the other in connection with the statements or omissions which resulted in such losses, claims,
damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and such Underwriters on
the other in connection with the offering of the Designated Securities to which such losses, claims, damages or liabilities relate shall be deemed to be in the same proportion as the total net
proceeds from such offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by such Underwriters in respect thereof. The relative
fault of the Company on the one hand and of the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or such Underwriters on the other and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this
subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take
account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities
(or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which the Designated Securities underwritten by it and distributed to the public were offered to the public exceeds the amount
of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The
obligations of the Underwriters of Designated Securities in this subsection (d) to contribute are several in proportion to their respective underwriting obligations with respect to such
Securities and not joint. 


        (e)   The
obligations of the Company under this Section 8 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same
terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Securities Act; and the obligations of the Underwriters under this Section 8 shall be in
addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if
any, who controls the Company within the meaning of the Securities Act. 




        9.     (a)
If any Underwriter shall default in its obligation to purchase the Designated Securities which it has agreed to purchase under the Underwriting Agreement, the
Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein. If within thirty-six
hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Designated Securities, then the Company shall be entitled to a further period of
thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within
the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it
has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery for a period of not more than seven days, in
order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company
agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the Representatives may thereby be made necessary. The term "Underwriter"
as used herein and in the Underwriting Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to the Underwriting Agreement. 



        (b)   If,
after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the
Company as provided in 



16





 

subsection (a)
above, the aggregate principal amount of such Designated Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the
Designated Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities which such Underwriter
agreed to purchase under the Underwriting Agreement and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of
Designated Securities which such Underwriter agreed to purchase under the Underwriting Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such
arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. 


        (c)   If,
after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the
Company as provided in subsection (a) above, the aggregate principal amount of such Designated Securities which remains unpurchased exceeds one-eleventh of the aggregate principal
amount of the Designated Securities, as referred to in subsection (b) above, or if the Company shall not exercise the right described in subsection (b) above to require
non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Underwriting Agreement shall thereupon terminate, without liability on
the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity
and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default. 




        10.   The
respective indemnities, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set forth in these Standard
Provisions or made by or on behalf of them, respectively, pursuant to the Underwriting Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the
results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company, or any officer or director or controlling person of the Company, and shall
survive delivery of and payment for the Securities. 


        11.   If
the Underwriting Agreement shall be terminated pursuant to Section 9 hereof, the Company shall not then be under any liability to any Underwriter except as
provided in Section 6 and Section 8 hereof; but, if the Underwriting Agreement shall be terminated by the Underwriters or any of them, because of any failure or refusal on the part of
the Company to comply with the terms or to fulfill any of the conditions of the Underwriting Agreement, or if for any reason the Company shall be unable to perform its obligations under the
Underwriting Agreement, the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives,
including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Designated Securities, but the Company shall then
be under no further liability to any Underwriter except as provided in Section 6 and Section 8 hereof. 



        12.   In
all dealings pursuant to the Underwriting Agreement, the Representatives shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to
act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives jointly or by such of the Representatives, if any, as may be designated
for such purpose in the Underwriting Agreement. 


        All
statements, requests, notices and agreements pursuant to the Underwriting Agreement shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Representatives as set forth in the Underwriting Agreement; and if to the Company shall be delivered or sent by mail, telex or facsimile transmission to
the address of the Company set forth in the Registration Statement: Attention: Secretary; provided, however, that any notice to an Underwriter
pursuant to Section 8(c) hereof shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in its Underwriters' Questionnaire, or telex
constituting such Questionnaire, which address will be supplied to the Company by the Representatives upon request. Any such statements, requests, notices or agreements shall take effect upon receipt
thereof. 


        13.   The
Underwriting Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and, to the extent provided in Section 8 and
Section 10 hereof, the officers and 


17





 



directors
of the Company and each person who controls the Company or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire
or have any right under or by virtue of the Underwriting Agreement. No purchaser of any of the Securities from any Underwriter shall be deemed a successor or assign by reason merely of such purchase. 


        14.   The
Company irrevocably (i) agrees that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any
Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any New York Court, (ii) waives, to the fullest extent it may
effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) submits to the non-exclusive jurisdiction of such courts
in any such suit, action or proceeding. The Company has appointed CT Corporation System, New York, New York, as its authorized agent (the "Authorized Agent") upon whom process may be
served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York Court by any Underwriter or by any person who
controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with
respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and
all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the
Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company. 


        15.   In
respect of any judgment or order given or made for any amount due hereunder that is expressed and paid in a currency (the "judgment currency") other than
United States dollars, the Company will indemnify each Underwriter against any loss incurred by such Underwriter as a result of any variation as between (i) the rate of exchange at which
the United States dollar amount is converted into the judgment currency for the purpose of such judgment or order and (ii) the rate of exchange at which an Underwriter is able to
purchase United States dollars with the amount of judgment currency actually received by such Underwriter. The foregoing indemnity shall constitute a separate and independent obligation of the
Company and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term "rate of exchange" shall include any premiums and costs of exchange payable in
connection with the purchase of or conversion into United States dollars. 


        16.   Time
shall be of the essence of the Underwriting Agreement. As used herein, "business day" shall mean any day when the Commission's office in Washington, D.C. is
open for business; provided that, with respect to filings to be made with the OSC, "business day" shall mean any day when the OSC's office in Toronto is open for business. 


        17.   The
Underwriting Agreement shall be governed by and construed in accordance with the laws of the State of New York. 


        18.   The
Underwriting Agreement may be executed by any one or more of the parties hereto and thereto in any number of counterparts, each of which, when so executed and
delivered, shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. 


18









ANNEX I  


 
 

DESCRIPTION OF COMFORT LETTER    
    


        Pursuant to Section 7(e) of the Underwriting Agreement, the accountants shall furnish letters to the Underwriters to the effect that: 




        (i)    They
are the auditors of the Company and are independent as required by the OSA and the applicable rules and regulations thereunder; 


        (ii)   In
their opinion, the financial statements and any supplementary financial information and schedules audited by them and included or incorporated by reference in the
Registration Statement or the Prospectus comply as to form in all material respects with the applicable accounting requirements of the OSA and the related published rules and regulations thereunder; 


        (iii)  On
the basis of limited procedures, not constituting an audit in accordance with Canadian generally accepted auditing standards, consisting of a reading of the
unaudited financial statements and other information referred to below, a reading of the latest available interim financial statements of the Company and its subsidiaries, inspection of the minute
books of the Company and its subsidiaries since the date of the latest audited financial statements included or incorporated by reference in the Prospectus, inquiries of officials of the Company
responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that: 



        (A)  the
unaudited interim and year-end consolidated statement of financial position and the consolidated statements of earnings, and changes in financial
position included or incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the OSA and the applicable rules and
regulations thereunder or are not presented, in all material respects, in accordance with Canadian generally accepted accounting principles applied on a basis substantially consistent with the basis
for the audited consolidated balance sheets and the consolidated statements of earnings and retained earnings, and changes in financial position included in the Company's Annual Information Form for
the most recent fiscal year, or (ii) any material modifications should be made
to the unaudited interim or year-end consolidated statement of financial position and the consolidated statements of earnings, and changes in financial position included or incorporated by
reference in the Prospectus for them to be in conformity with Canadian generally accepted accounting principles; 


        (B)  as
of a specified date not more than five days prior to the date of such letter, there have been any changes in the consolidated capital stock or in the consolidated
long-term debt of the Company and its subsidiaries, or any decreases in consolidated net current assets or net assets or stockholders' equity or other items specified by the
representatives of the Underwriters (the "Representatives"), or any increases in any items specified by the Representatives, in each case as compared with amounts shown in the latest balance sheet
included or incorporated by reference in the Prospectus, except in each case for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are described in
such letter; and 


        (C)  for
the period from the date of the latest financial statements included or incorporated by reference in the Prospectus to the specified date referred to in
Clause (B) there were any decreases in consolidated net revenues or operating profit or in the total or per share amounts of consolidated net income or other items specified by the
Representatives, or any increases in any items specified by the Representatives, in each case as compared with the comparable period of the preceding year and with any other period of corresponding
length specified by the Representatives, except in each case for increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and 




        (iv)  In
addition to the audit referred to in their report(s) included or incorporated by reference in the Prospectus and the limited procedures, inspection of minute books,
inquiries and other procedures referred to in paragraph (iii) above, they have carried out certain specified procedures, not constituting an audit in accordance with Canadian generally accepted
auditing standards, with respect to certain amounts, percentages and financial information specified by the Representatives, which appear in the 







 


Prospectus
or in documents incorporated by reference in the Prospectus, and have compared certain of such amounts, percentages and financial information with the accounting records of the Company and
its subsidiaries and have found them to be in agreement. 





        All
references in this Annex I to the Prospectus shall be deemed to refer to the Prospectus (including the documents incorporated by reference therein) as defined in the Underwriting
Agreement as of the date of the letter delivered on the date of the Underwriting Agreement for purposes of such letter and to the Prospectus as amended or supplemented (including the documents
incorporated by reference therein) in relation to the applicable Designated Securities for purposes of the letter delivered at the Time of Delivery for such Designated Securities. 


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QuickLinks


NORANDA INC. Debt Securities

Underwriting Agreement


SCHEDULE I


SCHEDULE II


DESCRIPTION OF COMFORT LETTER