##### 



Hub International Limited

U.S.$10,000,000 5.71% Series A Senior Notes
due June 15, 2010

U.S.$55,000,000 6.16% Series B Senior Notes
due June 15, 2013



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Note Purchase Agreement



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Dated as of June 1, 2003





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Table of Contents

(Not a part of the Agreement)

|           |  |                                               |  |         |   |                                                                  |  |  |    | 
|---------- |  | --------------------------------------------- |  | ------- | - | ---------------------------------------------------------------- |  |  | -- | 
|SECTION    |  |                                               |  | HEADING |   | PAGE                                                            
|SECTION 1. |  | Authorization of Notes                        |  |         | 1 |                                                                 
|SECTION 2. |  | Sale and Purchase of Notes                    |  |         | 1 |                                                                 
|SECTION 3. |  | Closing                                       |  |         | 2 |                                                                 
|SECTION 4. |  | Conditions to Closing                         |  |         | 2 |                                                                 
|           |  | Section 4.1.                                  |  |         |   | Representations and Warranties                                   |  |  | 2  | 
|           |  | Section 4.2.                                  |  |         |   | Performance; No Default                                          |  |  | 2  | 
|           |  | Section 4.3.                                  |  |         |   | Compliance Certificates                                          |  |  | 2  | 
|           |  | Section 4.4.                                  |  |         |   | Opinions of Counsel                                              |  |  | 2  | 
|           |  | Section 4.5.                                  |  |         |   | Purchase Permitted by Applicable Law, Etc                        |  |  | 3  | 
|           |  | Section 4.6.                                  |  |         |   | Related Transactions                                             |  |  | 3  | 
|           |  | Section 4.7.                                  |  |         |   | Payment of Special Counsel Fees                                  |  |  | 3  | 
|           |  | Section 4.8.                                  |  |         |   | Private Placement Numbers                                        |  |  | 3  | 
|           |  | Section 4.9.                                  |  |         |   | Changes in Corporate Structure                                   |  |  | 3  | 
|           |  | Section 4.10.                                 |  |         |   | Funding Instructions                                             |  |  | 4  | 
|           |  | Section 4.11.                                 |  |         |   | Proceedings and Documents                                        |  |  | 4  | 
|SECTION 5. |  | Representations and Warranties of the Company |  |         | 4 |                                                                 
|           |  | Section 5.1.                                  |  |         |   | Organization; Power and Authority                                |  |  | 4  | 
|           |  | Section 5.2.                                  |  |         |   | Authorization, Etc                                               |  |  | 4  | 
|           |  | Section 5.3.                                  |  |         |   | Disclosure                                                       |  |  | 4  | 
|           |  | Section 5.4.                                  |  |         |   | Organization and Ownership of Shares of Subsidiaries; Affiliates |  |  | 5  | 
|           |  | Section 5.5.                                  |  |         |   | Financial Statements                                             |  |  | 5  | 
|           |  | Section 5.6.                                  |  |         |   | Compliance with Laws, Other Instruments, Etc                     |  |  | 6  | 
|           |  | Section 5.7.                                  |  |         |   | Governmental Authorizations, Etc                                 |  |  | 6  | 
|           |  | Section 5.8.                                  |  |         |   | Litigation; Observance of Agreements, Statutes and Orders        |  |  | 6  | 
|           |  | Section 5.9.                                  |  |         |   | Taxes                                                            |  |  | 6  | 
|           |  | Section 5.10.                                 |  |         |   | Title to Property; Leases                                        |  |  | 7  | 
|           |  | Section 5.11.                                 |  |         |   | Licenses, Permits, Etc                                           |  |  | 7  | 
|           |  | Section 5.12.                                 |  |         |   | Compliance with ERISA                                            |  |  | 7  | 
|           |  | Section 5.13.                                 |  |         |   | Private Offering by the Company                                  |  |  | 8  | 
|           |  | Section 5.14.                                 |  |         |   | Use of Proceeds; Margin Regulations                              |  |  | 9  | 
|           |  | Section 5.15.                                 |  |         |   | Existing Debt; Future Liens                                      |  |  | 9  | 
|           |  | Section 5.16.                                 |  |         |   | Foreign Assets Control Regulations, Etc                          |  |  | 9  | 
|           |  | Section 5.17.                                 |  |         |   | Status under Certain Statutes                                    |  |  | 9  | 
|           |  | Section 5.18.                                 |  |         |   | Environmental Matters                                            |  |  | 10 | 
|           |  | Section 5.19.                                 |  |         |   | Notes Rank Pari Passu                                            |  |  | 10 | 

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|            |  |                                   |  |         |    |                                                           |  |  |    | 
|----------- |  | --------------------------------- |  | ------- | -- | --------------------------------------------------------- |  |  | -- | 
|SECTION     |  |                                   |  | HEADING |    | PAGE                                                     
|SECTION 6.  |  | Representations of the Purchasers |  |         | 10 |                                                          
|            |  | Section 6.1.                      |  |         |    | Purchase for Investment                                   |  |  | 10 | 
|            |  | Section 6.2.                      |  |         |    | Source of Funds                                           |  |  | 11 | 
|SECTION 7.  |  | Information as to Company         |  |         | 12 |                                                          
|            |  | Section 7.1.                      |  |         |    | Financial and Business Information                        |  |  | 12 | 
|            |  | Section 7.2.                      |  |         |    | Officers Certificate                                     |  |  | 14 | 
|            |  | Section 7.3.                      |  |         |    | Inspection                                                |  |  | 15 | 
|SECTION 8.  |  | Prepayment of the Notes           |  |         | 15 |                                                          
|            |  | Section 8.1.                      |  |         |    | Required Prepayments                                      |  |  | 15 | 
|            |  | Section 8.2.                      |  |         |    | Optional Prepayments with Make-Whole Amount               |  |  | 16 | 
|            |  | Section 8.3.                      |  |         |    | Prepayment in Connection with a Payment under Section 8.8 |  |  | 16 | 
|            |  | Section 8.4.                      |  |         |    | Allocation of Partial Prepayments                         |  |  | 17 | 
|            |  | Section 8.5.                      |  |         |    | Maturity; Surrender, Etc                                  |  |  | 17 | 
|            |  | Section 8.6.                      |  |         |    | Purchase of Notes                                         |  |  | 17 | 
|            |  | Section 8.7.                      |  |         |    | Make-Whole Amount for Notes                               |  |  | 17 | 
|            |  | Section 8.8.                      |  |         |    | Payments Free and Clear of Taxes                          |  |  | 19 | 
|SECTION 9.  |  | Affirmative Covenants             |  |         | 20 |                                                          
|            |  | Section 9.1.                      |  |         |    | Compliance with Law                                       |  |  | 20 | 
|            |  | Section 9.2.                      |  |         |    | Insurance                                                 |  |  | 21 | 
|            |  | Section 9.3.                      |  |         |    | Maintenance of Properties                                 |  |  | 21 | 
|            |  | Section 9.4.                      |  |         |    | Payment of Taxes and Claims                               |  |  | 21 | 
|            |  | Section 9.5.                      |  |         |    | Corporate Existence, Etc                                  |  |  | 21 | 
|            |  | Section 9.6.                      |  |         |    | Notes to Rank Pari Passu                                  |  |  | 21 | 
|SECTION 10. |  | Negative Covenants                |  |         | 22 |                                                          
|            |  | Section 10.1.                     |  |         |    | Consolidated Net Worth                                    |  |  | 22 | 
|            |  | Section 10.2.                     |  |         |    | Limitation on Consolidated Debt                           |  |  | 22 | 
|            |  | Section 10.3.                     |  |         |    | Limitation on Subsidiary Debt                             |  |  | 22 | 
|            |  | Section 10.4.                     |  |         |    | Limitation on Priority Debt                               |  |  | 22 | 
|            |  | Section 10.5.                     |  |         |    | Minimum Interest Coverage Ratio                           |  |  | 22 | 
|            |  | Section 10.6.                     |  |         |    | Limitation on Liens                                       |  |  | 23 | 
|            |  | Section 10.7.                     |  |         |    | Merger, Consolidation, Etc                                |  |  | 25 | 
|            |  | Section 10.8.                     |  |         |    | Sale of Assets, Etc                                       |  |  | 26 | 
|            |  | Section 10.9.                     |  |         |    | Sale-and-Leasebacks                                       |  |  | 26 | 
|            |  | Section 10.10.                    |  |         |    | Disposal of Ownership of a Subsidiary                     |  |  | 27 | 
|            |  | Section 10.11.                    |  |         |    | Nature of Business                                        |  |  | 27 | 
|            |  | Section 10.12.                    |  |         |    | Transactions with Affiliates                              |  |  | 27 | 
|SECTION 11. |  | Events of Default                 |  |         | 28 |                                                          
|SECTION 12. |  | Remedies on Default, etc          |  |         | 30 |                                                          
|            |  | Section 12.1.                     |  |         |    | Acceleration                                              |  |  | 30 | 
|            |  | Section 12.2.                     |  |         |    | Other Remedies                                            |  |  | 30 | 
|            |  | Section 12.3.                     |  |         |    | Rescission                                                |  |  | 30 | 

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|            |  |                                                              |  |         |    |                                                   |  |  |    | 
|----------- |  | ------------------------------------------------------------ |  | ------- | -- | ------------------------------------------------- |  |  | -- | 
|SECTION     |  |                                                              |  | HEADING |    | PAGE                                             
|            |  | Section 12.4.                                                |  |         |    | No Waivers or Election of Remedies, Expenses, Etc |  |  | 31 | 
|SECTION 13. |  | Registration; Exchange; Substitution of Notes                |  |         | 31 |                                                  
|            |  | Section 13.1.                                                |  |         |    | Registration of Notes                             |  |  | 31 | 
|            |  | Section 13.2.                                                |  |         |    | Transfer and Exchange of Notes                    |  |  | 31 | 
|            |  | Section 13.3.                                                |  |         |    | Replacement of Notes                              |  |  | 32 | 
|SECTION 14. |  | Payments on Notes                                            |  |         | 32 |                                                  
|            |  | Section 14.1.                                                |  |         |    | Place of Payment                                  |  |  | 32 | 
|            |  | Section 14.2.                                                |  |         |    | Home Office Payment                               |  |  | 32 | 
|SECTION 15. |  | Expenses, Etc                                                |  |         | 33 |                                                  
|            |  | Section 15.1.                                                |  |         |    | Transaction Expenses                              |  |  | 33 | 
|            |  | Section 15.2.                                                |  |         |    | Survival                                          |  |  | 33 | 
|SECTION 16. |  | Survival of Representations and Warranties; Entire Agreement |  |         | 33 |                                                  
|SECTION 17. |  | Amendment and Waiver                                         |  |         | 33 |                                                  
|            |  | Section 17.1.                                                |  |         |    | Requirements                                      |  |  | 33 | 
|            |  | Section 17.2.                                                |  |         |    | Solicitation of Holders of Notes                  |  |  | 34 | 
|            |  | Section 17.3.                                                |  |         |    | Binding Effect, Etc                               |  |  | 34 | 
|            |  | Section 17.4.                                                |  |         |    | Notes Held by Company, Etc                        |  |  | 34 | 
|SECTION 18. |  | Notices                                                      |  |         | 35 |                                                  
|SECTION 19. |  | Reproduction of Documents                                    |  |         | 35 |                                                  
|SECTION 20. |  | Confidential Information                                     |  |         | 35 |                                                  
|SECTION 21. |  | Substitution of Purchaser                                    |  |         | 36 |                                                  
|SECTION 22. |  | Submission to Jurisdiction, Judgments, Etc                   |  |         | 37 |                                                  
|            |  | Section 22.1.                                                |  |         |    | Submission to Jurisdiction                        |  |  | 37 | 
|            |  | Section 22.2.                                                |  |         |    | Judgments                                         |  |  | 37 | 
|            |  | Section 22.3.                                                |  |         |    | Interest Act (Canada)                             |  |  | 37 | 
|            |  | Section 22.4.                                                |  |         |    | Normal Rates                                      |  |  | 38 | 
|SECTION 23. |  | Miscellaneous                                                |  |         | 38 |                                                  
|            |  | Section 23.1.                                                |  |         |    | Successors and Assigns                            |  |  | 38 | 
|            |  | Section 23.2.                                                |  |         |    | Payments Due on Non-Business Days                 |  |  | 38 | 
|            |  | Section 23.3.                                                |  |         |    | Severability                                      |  |  | 38 | 
|            |  | Section 23.4.                                                |  |         |    | Construction                                      |  |  | 38 | 
|            |  | Section 23.5.                                                |  |         |    | Counterparts                                      |  |  | 39 | 
|            |  | Section 23.6.                                                |  |         |    | Currency                                          |  |  | 39 | 
|            |  | Section 23.7.                                                |  |         |    | Governing Law                                     |  |  | 39 | 
|Signature   |  |                                                              |  |         |    |                                                   |  |  | 41 | 

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Attachments to the Note Purchase Agreement:

|               |  |   |  |                                                               
|-------------- |  | - |  | --------------------------------------------------------------
|Schedule A     |  |  |  | Information Relating to Purchasers                            
|               |  |   |  |                                                               
|Schedule B     |  |  |  | Defined Terms                                                 
|               |  |   |  |                                                               
|Schedule 4.9   |  |  |  | Changes in Corporate Structure                                
|               |  |   |  |                                                               
|Schedule 5.3   |  |  |  | Disclosure Materials                                          
|               |  |   |  |                                                               
|Schedule 5.4   |  |  |  | Subsidiaries of the Company and Ownership of Subsidiary
Shares
|               |  |   |  |                                                               
|Schedule 5.5   |  |  |  | Financial Statements                                          
|               |  |   |  |                                                               
|Schedule 5.8   |  |  |  | Certain Litigation                                            
|               |  |   |  |                                                               
|Schedule 5.11  |  |  |  | Patents, Etc.                                                 
|               |  |   |  |                                                               
|Schedule 5.15  |  |  |  | Existing Debt                                                 
|               |  |   |  |                                                               
|Exhibit 1(a)   |  |  |  | Form of 5.71% Series A Senior Note due June 15, 2010          
|               |  |   |  |                                                               
|Exhibit 1(b)   |  |  |  | Form of 6.16% Series B Senior Note due June 15, 2013          
|               |  |   |  |                                                               
|Exhibit 4.4(a) |  |  |  | Form of Opinion of Counsel for the Company                    
|               |  |   |  |                                                               
|Exhibit 4.4(b) |  |  |  | Form of Opinion of General Counsel to the Company             
|               |  |   |  |                                                               
|Exhibit 4.4(c) |  |  |  | Form of Opinion of Canadian Counsel for the Company           
|               |  |   |  |                                                               
|Exhibit 4.4(d) |  |  |  | Form of Opinion of Special Counsel for the Purchasers         





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Hub International Limited
8 Nelson Street West
Brampton, Ontario L6X 472

5.71% Series A Senior Notes due June 15, 2010
6.16% Series B Senior Notes due June 15, 2013

Dated as of
June 1, 2003

To the Purchasers listed in
  the attached Schedule A:

Ladies and Gentlemen:

Hub International Limited, a corporation organized under the laws of
Ontario, Canada (the Company), agrees with the purchasers listed in the
attached Schedule A (the Purchasers) as follows:

SECTION 1. Authorization of Notes.

The Company will authorize the issue and sale of (a) U.S.$10,000,000
aggregate principal amount of its 5.71% Series A Senior Notes due June 15, 2010
(the Series A Notes) and (b) U.S. $55,000,000 aggregate principal amount of
its 6.16% Series B Senior Notes due June 15, 2013 (the Series B Notes; said
Series B Notes together with the Series A Notes being hereinafter collectively
referred to as the Notes, such term to include any such notes issued in
substitution therefor pursuant to Section 13 of this Agreement). The Series A
Notes and Series B Notes shall be substantially in the form set out in Exhibit
1(a) and Exhibit 1(b), respectively, with such changes therefrom, if any, as
may be approved by the Purchasers and the Company. Certain capitalized terms
used in this Agreement are defined in Schedule B; references to a Schedule or
an Exhibit are, unless otherwise specified, to a Schedule or an Exhibit
attached to this Agreement.

SECTION 2. Sale and Purchase of Notes.

Subject to the terms and conditions of this Agreement, the Company will
issue and sell to each Purchaser and each Purchaser will purchase from the
Company, at the Closing provided for in Section 3, Notes of the series and in
the principal amount specified opposite such Purchasers name in Schedule A at
the purchase price of 100% of the principal amount thereof. Each Purchasers
obligations hereunder are several and not joint, and no Purchaser shall have
any obligation or liability to any Person for the performance or nonperformance
by any other Purchaser hereunder.





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SECTION 3. Closing.

The sale and purchase of the Notes to be purchased by each Purchaser shall
occur at the offices of Schiff Hardin & Waite, 6600 Sears Tower, Chicago,
Illinois 60606, at 10:00 a.m., Chicago time, at a closing (the Closing) on
June 10, 2003 or on such other Business Day thereafter on or prior to June 30,
2003 as may be agreed upon by the Company and the Purchasers. At the Closing,
the Company will deliver to each Purchaser the Notes of each series to be
purchased by such Purchaser in the form of a single Note of such series (or
such greater number of Notes of such series in denominations of at least
U.S.$100,000 as such Purchaser may request) dated the date of the Closing and
registered in such Purchasers name (or in the name of such Purchasers
nominee), against delivery by such Purchaser to the Company or its order of
immediately available funds in the amount of the purchase price therefor by
wire transfer of immediately available funds. If at the Closing the Company
shall fail to tender such Notes to any Purchaser as provided above in this
Section 3, or any of the conditions specified in Section 4 shall not have been
fulfilled to any Purchasers satisfaction, such Purchaser shall, at its
election, be relieved of all further obligations under this Agreement, without
thereby waiving any rights such Purchaser may have by reason of such failure or
such nonfulfillment.

SECTION 4. Conditions to Closing.

The obligation of each Purchaser to purchase and pay for the Notes to be
sold to such Purchaser at the Closing is subject to the fulfillment to such
Purchasers satisfaction, prior to or at the Closing, of the following
conditions:

Section 4.1. Representations and Warranties. The representations and
warranties of the Company in this Agreement shall be correct when made and at
the time of the Closing.

Section 4.2. Performance; No Default. The Company shall have performed
and complied with all agreements and conditions contained in this Agreement
required to be performed or complied with by it prior to or at the Closing, and
after giving effect to the issue and sale of the Notes (and the application of
the proceeds thereof as contemplated by Section 5.14), no Default or Event of
Default shall have occurred and be continuing. Neither the Company nor any
Subsidiary shall have entered into any transaction since the date of the
Memorandum that would have been prohibited by Section 10 hereof had such
Section applied since such date.

Section 4.3. Compliance Certificates.

(a)  Officers Certificate. The Company shall have delivered to such
Purchaser an Officers Certificate, dated the date of the Closing, certifying
that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.

(b)  Secretarys Certificate. The Company shall have delivered to such
Purchaser a certificate certifying as to the resolutions attached thereto and
other corporate proceedings relating to the authorization, execution and
delivery of the Notes and this Agreement.

Section 4.4. Opinions of Counsel.Such Purchaser shall have received
opinions in form and substance satisfactory to such Purchaser, dated the date
of the Closing (a) from Shearman &

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Sterling, counsel for the Company, covering the matters set forth in
Exhibit 4.4(a) and covering such other matters incident to the transactions
contemplated hereby as such Purchaser or special counsel to the Purchasers may
reasonably request (and the Company hereby instructs such counsel to deliver
such opinion to such Purchaser), (b) from W. Kirk James, Esq., General Counsel
to the Company, covering the matters set forth in Exhibit 4.4(b) and covering
such other matters incident to the transactions contemplated hereby as such
Purchaser or special counsel to the Purchasers may reasonably request, (c) from
Torys LLP, Canadian counsel for the Company, covering the matters set forth in
Exhibit 4.4(c) and covering such other matters incident to the transactions
contemplated hereby as such Purchaser or special counsel to the Purchasers may
reasonably request (and the Company hereby instructs such counsel to deliver
such opinion to such Purchaser) and (d) from Schiff Hardin & Waite, the
Purchasers special counsel in connection with such transactions, substantially
in the form set forth in Exhibit 4.4(d) and covering such other matters
incident to such transactions as such Purchaser may reasonably request.

Section 4.5. Purchase Permitted by Applicable Law, Etc.On the date of
the Closing, each purchase of Notes shall (a) be permitted by the laws and
regulations of each jurisdiction to which such Purchaser is subject, without
recourse to provisions (such as Section 1405(a)(8) of the New York Insurance
Law) permitting limited investments by insurance companies without restriction
as to the character of the particular investment, (b) not violate any
applicable law or regulation (including, without limitation, Regulation T, U or
X of the Board of Governors of the Federal Reserve System) and (c) not subject
any Purchaser to any tax, penalty or liability under or pursuant to any
applicable law or regulation. If requested by any Purchaser, such Purchaser
shall have received an Officers Certificate certifying as to such matters of
fact as such Purchaser may reasonably specify to enable such Purchaser to
determine whether such purchase is so permitted.

Section 4.6. Related Transactions. The Company shall have consummated the
sale of the entire principal amount of the Notes scheduled to be sold on the
date of the Closing pursuant to this Agreement.

Section 4.7. Payment of Special Counsel Fees. Without limiting the
provisions of Section 15.1, the Company shall have paid on or before the
Closing the reasonable fees, charges and disbursements of the Purchasers
special counsel referred to in Section 4.4(d) to the extent reflected in a
statement of such counsel rendered to the Company at least three Business Days
prior to the Closing.

Section 4.8. Private Placement Numbers. A Private Placement Number issued
by Standard & Poors CUSIP Service Bureau (in cooperation with the Securities
Valuation Office of the National Association of Insurance Commissioners) shall
have been obtained for each series of Notes.

Section 4.9. Changes in Corporate Structure. Except as specified in
Schedule 4.9, the Company shall not have changed its jurisdiction of
incorporation or been a party to any merger or consolidation and shall not have
succeeded to all or any substantial part of the liabilities of any other
entity, at any time following the date of the most recent financial statements
referred to in Schedule 5.5.

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Section 4.10. Funding Instructions. At least three Business Days prior to
the date of the Closing, such Purchaser shall have received written
instructions executed by an authorized financial officer of the Company
directing the manner of the payment of funds and setting forth (a) the name of
the transferee bank, (b) such transferee banks ABA number, (c) the account
name and number into which the purchase price for the Notes is to be deposited
and (d) the name and telephone number of the account representative responsible
for verifying receipt of such funds.

Section 4.11. Proceedings and Documents. All corporate and other
proceedings in connection with the transactions contemplated by this Agreement
and all documents and instruments incident to such transactions shall be
satisfactory to such Purchaser and special counsel to the Purchasers, and such
Purchaser and special counsel to the Purchasers shall have received all such
counterpart originals or certified or other copies of such documents as such
Purchaser or special counsel to the Purchasers may reasonably request.

SECTION 5. Representations and Warranties of the Company.

The Company represents and warrants to each Purchaser that:

Section 5.1. Organization; Power and Authority. The Company is a
corporation duly incorporated and validly existing under the laws of its
jurisdiction of incorporation, and is duly qualified as a foreign corporation
and is in good standing in each jurisdiction in which such qualification is
required by law, other than those jurisdictions as to which the failure to be
so qualified or in good standing could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. The Company has the
corporate power and authority to own or hold under lease the properties it
purports to own or hold under lease, to transact the business it transacts and
proposes to transact, to execute and deliver this Agreement and the Notes and
to perform the provisions hereof and thereof.

Section 5.2. Authorization, Etc. This Agreement and the Notes have been
duly authorized by all necessary corporate action on the part of the Company,
and this Agreement constitutes, and upon execution and delivery thereof each
Note will constitute, a legal, valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, except as such
enforceability may be limited by (a) applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors rights generally and (b) general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).

Section 5.3. Disclosure. The Company, through its agent, BMO Nesbitt
Burns Corp., has delivered to each Purchaser a copy of a Private Placement
Memorandum, dated April 2003 and various enclosures related thereto
(collectively, the Memorandum), relating to the transactions contemplated
hereby. The Memorandum fairly describes, in all material respects, the general
nature of the business and principal properties of the Company and its
Subsidiaries. Except as disclosed in Schedule 5.3, this Agreement, the
Memorandum, the documents, certificates or other writings delivered to the
Purchasers by or on behalf of the Company in connection with the transactions
contemplated hereby and the financial statements listed in Schedule 5.5, taken
as a whole, do not contain any untrue statement of a material fact or omit to

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state any material fact necessary to make the statements therein not
misleading in light of the circumstances under which they were made. Except as
disclosed in the Memorandum or as expressly described in Schedule 5.3, or in
one of the documents, certificates or other writings identified therein, or in
the financial statements listed in Schedule 5.5, since December 31, 2002, there
has been no change in the financial condition, operations, business, properties
or prospects of the Company or any Subsidiary except changes that, individually
or in the aggregate, could not reasonably be expected to have a Material
Adverse Effect. There is no fact known to the Company that could reasonably be
expected to have a Material Adverse Effect that has not been set forth herein
or in the Memorandum or in the other documents, certificates and other writings
delivered to each Purchaser by or on behalf of the Company specifically for use
in connection with the transactions contemplated hereby.

Section 5.4. Organization and Ownership of Shares of Subsidiaries;
Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and
correct lists (1) of the Companys Subsidiaries, showing, as to each
Subsidiary, the correct name thereof, the jurisdiction of its organization, the
percentage of shares of each class of its share capital or similar equity
interests outstanding owned by the Company and each other Subsidiary and, as of
the date of the Closing, whether such Subsidiary is a Material Subsidiary, (2)
of the Companys Affiliates, other than Subsidiaries, and (3) of the Companys
directors and senior officers.

(b)  All of the outstanding share capital or similar equity interests of
each Subsidiary shown in Schedule 5.4 as being owned by the Company and its
Subsidiaries have been validly issued, are fully paid and nonassessable and are
owned by the Company or another Subsidiary free and clear of any Lien (except
as otherwise disclosed in Schedule 5.4).

(c)  Each Subsidiary identified in Schedule 5.4 is a corporation or other
legal entity duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization, and is duly qualified as a foreign
corporation or other legal entity and is in good standing in each jurisdiction
in which such qualification is required by law, other than those jurisdictions
as to which the failure to be so qualified or in good standing could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. Each such Subsidiary has the corporate or other power and
authority to own or hold under lease the properties it purports to own or hold
under lease and to transact the business it transacts and proposes to transact.

(d)  No Subsidiary is a party to, or otherwise subject to any legal
restriction or any agreement (other than this Agreement, the agreements listed
on Schedule 5.4 and customary limitations imposed by corporate law and
insurance regulatory statutes or other statutes governing the organization of
legal entities) restricting the ability of such Subsidiary to pay dividends out
of profits or make any other similar distributions of profits to the Company or
any of its Subsidiaries that owns any outstanding share capital or similar
equity interests of such Subsidiary.

Section 5.5. Financial Statements. The Company has delivered to each
Purchaser copies of the financial statements of the Company and its
Subsidiaries listed on Schedule 5.5. All of said financial statements
(including in each case the related schedules and notes) fairly present, in all
material respects, the consolidated financial position of the Company and its

-5-



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##### 



Subsidiaries as of the respective dates specified in such Schedule and the
consolidated results of their operations and cash flows for the respective
periods so specified and have been prepared in accordance with GAAP
consistently applied throughout the periods involved except as set forth in the
notes thereto (subject, in the case of any interim financial statements, to
normal year-end adjustments).

Section 5.6. Compliance with Laws, Other Instruments, Etc. The execution,
delivery and performance by the Company of this Agreement and the Notes will
not (a) contravene, result in any breach of, or constitute a default under, or
result in the creation of any Lien in respect of any property of the Company or
any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or
credit agreement, lease, corporate charter or by-laws, or any other Material
agreement or instrument to which the Company or any Subsidiary is bound or by
which the Company or any Subsidiary or any of their respective properties may
be bound or affected, (b) conflict with or result in a breach of any of the
terms, conditions or provisions of any order, judgment, decree or ruling of any
court, arbitrator or Governmental Authority applicable to the Company or any
Subsidiary or (c) violate any provision of any statute or other rule or
regulation of any Governmental Authority applicable to the Company or any
Subsidiary.

Section 5.7. Governmental Authorizations, Etc. No consent, approval or
authorization of, or registration, filing or declaration with, any Governmental
Authority is required in connection with the execution, delivery or performance
by the Company of this Agreement or the Notes, other than those consents,
approvals or authorizations obtained and those registrations, filings or
declarations made on or before the date of the Closing.

Section 5.8. Litigation; Observance of Agreements, Statutes and Orders.
(a) Except as disclosed in Schedule 5.8, there are no actions, suits or
proceedings pending or, to the knowledge of the Company, threatened against or
affecting the Company or any Subsidiary or any property of the Company or any
Subsidiary in any court or before any arbitrator of any kind or before or by
any Governmental Authority that, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.

(b)  Neither the Company nor any Subsidiary is in default under any term of
any agreement or instrument to which it is a party or by which it is bound, or
any order, judgment, decree or ruling of any court, arbitrator or Governmental
Authority or is in violation of any applicable law, ordinance, rule or
regulation (including, without limitation, Environmental Laws) of any
Governmental Authority, which default or violation, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 5.9. Taxes. The Company and its Subsidiaries have filed all
income tax returns that are required to have been filed in any jurisdiction,
and have paid all taxes shown to be due and payable on such returns and all
other taxes and assessments levied upon them or their properties, assets,
income or franchises, to the extent such taxes and assessments have become due
and payable and before they have become delinquent, except for any taxes and
assessments (a) the amount of which is not, individually or in the aggregate,
Material or (b) the amount, applicability or validity of which is currently
being contested in good faith by appropriate proceedings and with respect to
which the Company or a Subsidiary, as the case may be, has established adequate
reserves in accordance with GAAP. The Company knows of no basis for

-6-



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##### 



any other tax or assessment that could reasonably be expected to have a
Material Adverse Effect. The charges, accruals and reserves on the books of
the Company and its Subsidiaries in respect of United States and Canadian
federal, state, provincial or other taxes for all fiscal periods are adequate.
The Canadian federal and provincial income tax liabilities of the Company and
its Subsidiaries have been determined by the Canadian Customs and Revenue
Agency and corresponding provincial taxing authorities by the issuance of
notices of assessment for all fiscal years up to and including the fiscal year
ended December 31, 2001, and the Company and its Subsidiaries have paid any
taxes indicated to be owing on such notices of assessment. The United States
federal income tax liabilities of the Company and its Subsidiaries have been
determined by the Internal Revenue Service and paid for all fiscal years up to
and including the fiscal year ended 2001.

Section 5.10. Title to Property; Leases. The Company and its Subsidiaries
have good and sufficient title to their respective properties that,
individually or in the aggregate, are Material, including all such properties
reflected in the most recent audited balance sheet referred to in Section 5.5
or purported to have been acquired by the Company or any Subsidiary after said
date (except as sold or otherwise disposed of in the ordinary course of
business), in each case free and clear of Liens prohibited by this Agreement.
All leases that, individually or in the aggregate, are Material are valid and
subsisting and are in full force and effect in all material respects.

Section 5.11. Licenses, Permits, Etc. Except as disclosed in Schedule
5.11,



| |                                                                                                                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) the Company and its Subsidiaries own, possess or are licensed to
use all licenses, permits, franchises, authorizations, patents,
copyrights, service marks, trademarks, trade names and domain names, or
rights thereto, that, individually or in the aggregate, are Material,
without known conflict with the rights of others;



| |                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) to the best knowledge of the Company, no product of the Company
infringes in any material respect any license, permit, franchise,
authorization, patent, copyright, service mark, trademark, trade name,
domain name or other right owned by any other Person; and



| |                                                                                                                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) to the best knowledge of the Company, there is no Material
violation by any Person of any right of the Company or any of its
Subsidiaries with respect to any patent, copyright, service mark,
trademark, trade name, domain name or other right owned or used by the
Company or any of its Subsidiaries.

Section 5.12. Compliance with ERISA. (a) All Canadian pension plans of
the Company and its Subsidiaries have been established, operated, administered
and maintained in compliance with all applicable laws, regulations and orders
applicable thereto except where the failure to comply could not reasonably be
expected to have a Material Adverse Effect. All premiums, contributions and
any other amounts required by applicable Canadian pension plan documents or
applicable laws have been paid or accrued as required, except where the failure
to pay such premiums, contributions and amounts could not reasonably be
expected to have a Material Adverse Effect.

-7-



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##### 



(b)  The Company and each ERISA Affiliate have operated and administered
each employee benefit plan (as defined in Section 3(3) of ERISA) in compliance
with all applicable laws except for such instances of noncompliance as have not
resulted in and could not reasonably be expected to result in a Material
Adverse Effect. Neither the Company nor any ERISA Affiliate has incurred any
liability pursuant to Title I or IV of ERISA or the penalty or excise tax
provisions of the Code relating to employee benefit plans (as defined in
Section 3 of ERISA), and no event, transaction or condition has occurred or
exists that could reasonably be expected to result in the incurrence of any
such liability by the Company or any ERISA Affiliate, or in the imposition of
any Lien on any of the rights, properties or assets of the Company or any ERISA
Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty
or excise tax provisions or to Section 401(a)(29) or 412 of the Code, other
than such liabilities or Liens as could not, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect.

(c)  The present value of the aggregate benefit liabilities under each of
the Plans (other than Multiemployer Plans), determined as of the end of such
Plans most recently ended plan year on the basis of the actuarial assumptions
specified for funding purposes in such Plans most recent actuarial valuation
report, did not exceed the aggregate current value of the assets of such Plan
allocable to such benefit liabilities by more than $1,000,000 in the aggregate
for all Plans. The term benefit liabilities has the meaning specified in
Section 4001 of ERISA and the terms current value and present value have
the meanings specified in Section 3 of ERISA.

(d)  The Company and its ERISA Affiliates have not incurred withdrawal
liabilities (and are not subject to contingent withdrawal liabilities) under
Section 4201 or 4204 of ERISA in respect of Multiemployer Plans that could,
individually or in the aggregate, reasonably be expected to result in a
Material Adverse Effect.

(e)  The expected post-retirement benefit obligation (determined as of the
last day of the Companys most recently ended fiscal year in accordance with
Financial Accounting Standards Board Statement No. 106, without regard to
liabilities attributable to continuation coverage mandated by Section 4980B of
the Code) of the Company and its Subsidiaries is not Material.

(f)  The execution and delivery of this Agreement and the issuance and sale
of the Notes hereunder will not involve any transaction that is subject to the
prohibitions of Section 406(a) of ERISA or in connection with which a tax could
be imposed pursuant to Section 4975(c)(1)(A)-(D) of the Code for which an
exemption is not available. The representation by the Company in the first
sentence of this Section 5.12(f) is made in reliance upon and subject to the
accuracy of each Purchasers representation in Section 6.2 as to the sources of
the funds used to pay the purchase price of the Notes to be purchased by such
Purchaser, and is made only as of the date each Purchasers representation in
Section 6.2 is made.

Section 5.13. Private Offering by the Company. Neither the Company nor
anyone acting on its behalf has offered the Notes or any similar securities for
sale to, or solicited any offer to buy any of the same from, or otherwise
approached or negotiated in respect thereof with, any Person other than the
Purchasers and not more than 45 other Institutional Investors of the types
described in clause (c) of the definition thereof, each of which has been
offered the Notes

-8-



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##### 



at a private sale for investment. Neither the Company nor anyone acting
on its behalf has taken, or will take, any action that would subject the
issuance or sale of the Notes to the registration requirements of Section 5 of
the Securities Act or the prospectus and registration requirements of
securities legislation of any of the provinces or territories of Canada.

Section 5.14. Use of Proceeds; Margin Regulations. The Company will apply
the proceeds of the sale of the Notes to repay existing indebtedness of the
Company and its Subsidiaries and for general corporate purposes. No part of
the proceeds from the sale of the Notes hereunder will be used, directly or
indirectly, for the purpose of buying or carrying any margin stock within the
meaning of Regulation U of the Board of Governors of the Federal Reserve System
(12 CFR 221), or for the purpose of buying or carrying or trading in any
securities under such circumstances as to involve the Company in a violation of
Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a
violation of Regulation T of said Board (12 CFR 220). Margin stock does not
constitute more than 25% of the value of the consolidated assets of the Company
and its Subsidiaries and the Company does not have any present intention that
margin stock will constitute more than 25% of the value of such assets. As
used in this Section, the terms margin stock and purpose of buying or
carrying shall have the meanings assigned to them in said Regulation U.

Section 5.15. Existing Debt; Future Liens. (a) Except as described
therein, Schedule 5.15 sets forth a complete and correct list of all
outstanding Debt of the Company and its Subsidiaries as of March 31, 2003 since
which date there has been no Material change in the amounts, interest rates,
sinking funds, installment payments or maturities of the Debt of the Company or
its Subsidiaries. Neither the Company nor any Subsidiary is in default and no
waiver of default is currently in effect, in the payment of any principal or
interest on any Debt of the Company or such Subsidiary and no event or
condition exists with respect to any Debt of the Company or any Subsidiary that
would permit (or that with notice or the lapse of time, or both, would permit)
one or more Persons to cause such Debt to become due and payable before its
stated maturity or before its regularly scheduled dates of payment.

(b)  Except as disclosed in Schedule 5.15, neither the Company nor any
Subsidiary has agreed or consented to cause or permit in the future (upon the
happening of a contingency or otherwise) any of its property, whether now owned
or hereafter acquired, to be subject to a Lien not permitted by Section 10.6.

Section 5.16. Foreign Assets Control Regulations, Etc. Neither the sale
of the Notes by the Company hereunder nor its use of the proceeds thereof will
violate the Anti-Terrorism Order, the Patriot Act or the Trading with the Enemy
Act, as amended, or any of the foreign assets control regulations of the United
States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any
enabling legislation or executive order relating thereto.

Section 5.17. Status under Certain Statutes. Neither the Company nor any
Subsidiary is required to be registered under the Investment Company Act of
1940, as amended, the Public Utility Holding Company Act of 1935, as amended,
the ICC Termination Act of 1995, as amended, or the Federal Power Act, as
amended.

-9-



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##### 



Section 5.18. Environmental Matters. Neither the Company nor any
Subsidiary has knowledge of any claim or has received any notice of any claim,
and no proceeding has been instituted raising any claim against the Company or
any of its Subsidiaries or any of their respective real properties now or
formerly owned, leased or operated by any of them or other assets, alleging any
damage to the environment or violation of any Environmental Laws, except, in
each case, such as could not reasonably be expected to result in a Material
Adverse Effect. Except as otherwise disclosed to each Purchaser in writing:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) neither the Company nor any Subsidiary has knowledge of any
facts which would give rise to any claim, public or private, of violation
of Environmental Laws or damage to the environment emanating from,
occurring on or in any way related to real properties now or formerly
owned, leased or operated by any of them or to other assets or their use,
except, in each case, such as could not reasonably be expected to result
in a Material Adverse Effect;



| |                                                                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) neither the Company nor any of its Subsidiaries has stored any
Hazardous Materials on real properties now or formerly owned, leased or
operated by any of them or has disposed of any Hazardous Materials in a
manner contrary to any Environmental Laws in each case in any manner that
could reasonably be expected to result in a Material Adverse Effect; and



| |                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) all buildings on all real properties now owned, leased or
operated by the Company or any of its Subsidiaries are in compliance with
applicable Environmental Laws, except where failure to comply could not
reasonably be expected to result in a Material Adverse Effect.

Section 5.19. Notes Rank Pari Passu. The obligations of the Company under
this Agreement and the Notes rank at least pari passuin right of payment with
all other Senior Debt (actual or contingent) of the Company, including, without
limitation, all Senior Debt of the Company described in Schedule 5.15.

SECTION 6. Representations of the Purchasers.

Section 6.1. Purchase for Investment.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Each Purchaser represents that it is an Institutional Accredited
Investor. Each Purchaser further represents that it is purchasing the
Notes for its own account or for one or more separate accounts maintained
by such Purchaser or for the account of one or more pension or trust
funds and not with a view to the distribution thereof, providedthat the
disposition of such Purchasers or such pension or trust funds property
shall at all times be within such Purchasers or such pension or trust
funds control. Each Purchaser understands that the Notes have not been
registered under the Securities Act or securities laws of any other
applicable jurisdiction and may be resold only if registered pursuant to
the provisions of the Securities Act or if an exemption from registration
is available, except under circumstances where neither such registration
nor such an exemption is required by law, and that the Company is not
required to register the Notes.

-10-



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##### 





| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) Each Purchaser acknowledges that the Notes are not qualified for
distribution to the public in Canada and further represents and agrees
that (1) such Purchaser is not a Canadian resident nor acting for the
account or benefit of a Canadian resident, (2) the Notes were not offered
to such Purchaser in Canada, (3) at the time of agreeing to purchase the
Notes such Purchaser was and is outside of Canada and (4) for a period
ending four months and one day after the date of the issuance of the
Notes, such Purchaser will not resell its Notes to any Canadian resident
or in Canada unless permitted under applicable securities laws of the
provinces and territories of Canada, and thereafter any resale by such
Purchaser to a Canadian resident or in Canada will be in accordance with
applicable securities laws of the provinces and territories of Canada.

Section 6.2. Source of Funds. Each Purchaser represents that at least one
of the following statements is an accurate representation as to each source of
funds (a Source) to be used by it to pay the purchase price of the Notes to
be purchased by it hereunder:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) the Source is an insurance company general account within the
meaning of Department of Labor Prohibited Transaction Exemption (PTE)
95-60 (issued July 12, 1995) and there is no employee benefit plan,
treating as a single plan, all plans maintained by the same employer or
employee organization, with respect to which the amount of the general
account reserves and liabilities for all contracts held by or on behalf
of such plan, exceeds 10% of the total reserves and liabilities of such
general account (exclusive of separate account liabilities) plus surplus,
as set forth in the National Association of Insurance Commissioners
Annual Statement for such Purchaser filed with such Purchasers state of
domicile; or



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) the Source is either (1) an insurance company pooled separate
account, within the meaning of PTE 90-1 (issued January 29, 1990), or (2)
a bank collective investment fund, within the meaning of PTE 91-38
(issued July 12, 1991) and, except as such Purchaser has disclosed to the
Company in writing pursuant to this paragraph (b) prior to the date of
the Closing, no employee benefit plan or group of plans maintained by the
same employer or employee organization beneficially owns more than 10% of
all assets allocated to such pooled separate account or collective
investment fund; or



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) the Source constitutes assets of an investment fund (within
the meaning of Part V of the QPAM Exemption) managed by a qualified
professional asset manager or QPAM (within the meaning of Part V of
the QPAM Exemption), no employee benefit plans assets that are included
in such investment fund, when combined with the assets of all other
employee benefit plans established or maintained by the same employer or
by an affiliate (within the meaning of Section V(c)(1) of the QPAM
Exemption) of such employer or by the same employee organization and
managed by such QPAM, exceed 20% of the total client assets managed by
such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are
satisfied, neither the QPAM nor a Person controlling or controlled by the
QPAM (applying the definition of control in Section V(e) of the QPAM
Exemption) owns a 5% or more interest in the Company and (1) the identity
of such QPAM and (2) the names of all employee benefit plans whose assets
are included in such investment fund have been disclosed to the Company
in writing pursuant to this paragraph (c); or

-11-



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##### 





| |                                          
| | -----------------------------------------
| | (d) the Source is a governmental plan; or



| |                                                                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (e) the Source is one or more employee benefit plans, or a separate
account or trust fund comprised of one or more employee benefit plans,
each of which has been identified to the Company in writing pursuant to
this paragraph (e) prior to the date of the Closing; or



| |                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------
| | (f) the Source does not include assets of any employee benefit plan,
other than a plan exempt from the coverage of ERISA.

As used in this Section 6.2, the terms employee benefit plan,
governmental plan, party in interest and separate account shall have the
respective meanings assigned to such terms in Section 3 of ERISA.

SECTION 7. Information as to Company.

Section 7.1. Financial and Business Information. The Company shall
deliver to each holder of Notes that is an Institutional Investor:



| |                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Quarterly Statements within 60 days after the end of each
quarterly fiscal period in each fiscal year of the Company (other than
the last quarterly fiscal period of each such fiscal year), duplicate
copies of:



| |                                                                                                        
| | -------------------------------------------------------------------------------------------------------
| | (1) a consolidated balance sheet of the Company and its
Subsidiaries as at the end of such quarter, and



| |                                                                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) consolidated statements of earnings, retained earnings and
cash flows of the Company and its Subsidiaries for such quarter and
(in the case of the second and third quarters) for the portion of
the fiscal year ending with such quarter,



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | setting forth in each case in comparative form the figures for the
corresponding periods in the previous fiscal year, all in reasonable
detail, prepared in accordance with GAAP applicable to quarterly
financial statements generally, and certified by a Senior Financial
Officer as fairly presenting, in all material respects, the consolidated
financial position of the companies being reported on and their results
of operations and cash flows, subject to changes resulting from year-end
adjustments, providedthat delivery within the time period specified
above of copies of the Companys Quarterly Report on Form 10-Q prepared
in compliance with the requirements therefor and filed with the
Securities and Exchange Commission shall be deemed to satisfy the
requirements of this Section 7.1(a);



| |                                                                                                              
| | -------------------------------------------------------------------------------------------------------------
| | (b) Annual Statements within 120 days after the end of each fiscal
year of the Company, duplicate copies of,



| |                                                                                                      
| | -----------------------------------------------------------------------------------------------------
| | (1) a consolidated balance sheet of the Company and its
Subsidiaries, as at the end of such year, and

-12-



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##### 





| |                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------
| | (2) consolidated statements of earnings, retained earnings and
cash flows of the Company and its Subsidiaries, for such year,



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | setting forth in each case in comparative form the figures for the
previous fiscal year, all in reasonable detail, prepared in accordance
with GAAP, and accompanied by an opinion thereon of independent chartered
accountants of recognized international standing, which opinion shall
state that such financial statements present fairly, in all material
respects, the consolidated financial position of the companies being
reported upon and their results of operations and cash flows and have
been prepared in conformity with GAAP, and that the examination of such
accountants in connection with such financial statements has been made in
accordance with generally accepted auditing standards in Canada and the
United States, and that such audit provides a reasonable basis for such
opinion in the circumstances, providedthat delivery within the time
period specified above of the Companys Annual Report on Form 10-K for
such fiscal year (together with the Companys annual report to
shareholders, if any, prepared pursuant to Rule 14a-3 of the Exchange
Act) prepared in compliance with requirements therefor and filed with the
Securities and Exchange Commission shall be deemed to satisfy the
requirements of this Section 7.1(b);



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) OSC, SEC and Other Reports promptly upon their becoming
available, one copy of (1) each financial statement, report, notice or
proxy statement sent by the Company or any Subsidiary to public
securities holders generally, and (2) each regular or periodic report,
each registration statement that has become effective (without exhibits
except as expressly requested by such holder), and each final prospectus
and all amendments thereto filed by the Company or any Subsidiary with
the Ontario Securities Commission or provincial securities regulatory
authorities or the Securities and Exchange Commission and of all press
releases and other statements made available generally by the Company or
any Subsidiary to the public concerning developments that are Material;



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d) Notice of Default or Event of Default promptly, and in any
event within five Business Days after a Responsible Officer becoming
aware of the existence of any Default or Event of Default or that any
Person has given any notice or taken any action with respect to a claimed
default hereunder or that any Person has given any notice or taken any
action with respect to a claimed default of the type referred to in
Section 11(f), a written notice specifying the nature and period of
existence thereof and what action the Company is taking or proposes to
take with respect thereto;



| |                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (e) ERISA Matters promptly, and in any event within ten days after
a Responsible Officer becoming aware of any of the following, a written
notice setting forth the nature thereof and the action, if any, that the
Company or an ERISA Affiliate proposes to take with respect thereto:



| |                                                                                                                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) with respect to any Plan, any reportable event, as defined
in Section 4043(c) of ERISA, for which notice thereof has not been
waived pursuant to the applicable regulations if such reportable
event could reasonably be expected to have a Material Adverse
Effect, it being agreed that an event required to be reported
pursuant to Department of Labor Regulation Section 4043.25,

-13-



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##### 





| |                                                                                                           
| | ----------------------------------------------------------------------------------------------------------
| | 4043.26 or 4043.33 shall, in any event, be subject to the
notice requirement of this Section 7.1(e)(1); or



| |                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) the taking by the PBGC of steps to institute, or the
threatening by the PBGC of the institution of, proceedings under
Section 4042 of ERISA for the termination of, or the appointment of
a trustee to administer, any Plan, or the receipt by the Company or
any ERISA Affiliate of a notice from a Multiemployer Plan that such
action has been taken by the PBGC with respect to such
Multiemployer Plan; or



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (3) any event, transaction or condition that could result in
the incurrence of any liability by the Company or any ERISA
Affiliate pursuant to Title I or IV of ERISA or the penalty or
excise tax provisions of the Code relating to employee benefit
plans, or in the imposition of any Lien on any of the rights,
properties or assets of the Company or any ERISA Affiliate pursuant
to Title I or IV of ERISA or such penalty or excise tax provisions,
if such liability or Lien, taken together with any other such
liabilities or Liens then existing, could reasonably be expected to
have a Material Adverse Effect;



| |                                                                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (f) Notices from Governmental Authority promptly, and in any event
within 30 days of receipt thereof, copies of any notice to the Company or
any Subsidiary from any Federal, state or provincial Governmental
Authority relating to any order, ruling, statute or other law or
regulation that could reasonably be expected to have a Material Adverse
Effect;



| |                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (g) Requested Information with reasonable promptness, such other
data and information relating to the business, operations, affairs,
financial condition, assets or properties of the Company or any of its
Subsidiaries or relating to the ability of the Company to perform its
obligations hereunder and under the Notes as from time to time may be
reasonably requested by any such holder of Notes.

Section 7.2. Officers Certificate. Each set of financial statements
delivered to a holder of Notes pursuant to Section 7.1(a) or Section 7.1(b)
hereof shall be accompanied by a certificate of a Senior Financial Officer
setting forth:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Covenant Compliance the information (including detailed
calculations) required in order to establish whether the Company was in
compliance with the requirements of Section 10.1 through Section 10.10
hereof, inclusive, during the quarterly or annual period covered by the
statements then being furnished (including with respect to each such
Section, where applicable, the calculations of the maximum or minimum
amount, ratio or percentage, as the case may be, permissible under the
terms of such Section and the calculation of the amount, ratio or
percentage then in existence); and



| |                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) Event of Default a statement that such officer has reviewed
the relevant terms hereof and has made, or caused to be made, under his
or her supervision, a review of the transactions and conditions of the
Company and its Subsidiaries from the beginning of the quarterly or
annual period covered by the statements then being

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | furnished to the date of the certificate and that such review shall
not have disclosed the existence during such period of any condition or
event that constitutes a Default or an Event of Default or, if any such
condition or event existed or exists (including, without limitation, any
such event or condition resulting from the failure of the Company or any
Subsidiary to comply with any Environmental Law), specifying the nature
and period of existence thereof and what action the Company shall have
taken or proposes to take with respect thereto.

Section 7.3. Inspection. The Company shall permit the representatives of
each holder of Notes that is an Institutional Investor:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) No Default if no Default or Event of Default then exists, at
the expense of such holder and upon reasonable prior notice to the
Company, to visit the principal executive office of the Company, to
discuss the affairs, finances and accounts of the Company and its
Subsidiaries with the Companys officers and (with the consent of the
Company, which consent will not be unreasonably withheld) its independent
chartered accountants, and (with the consent of the Company, which
consent will not be unreasonably withheld) to visit the other offices and
properties of the Company and each Subsidiary, all at such reasonable
times during business hours and as often as may be reasonably requested
in writing; and



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) Default if a Default or Event of Default then exists, at the
expense of the Company to visit and inspect any of the offices or
properties of the Company or any Subsidiary, to examine all their
respective books of account, records, reports and other papers, to make
copies and extracts therefrom, and to discuss their respective affairs,
finances and accounts with their respective officers and independent
chartered accountants (and by this provision the Company authorizes said
accountants to discuss the affairs, finances and accounts of the Company
and its Subsidiaries), all at such times and as often as may be
requested.

SECTION 8. Prepayment of the Notes.

Section 8.1. Required Prepayments.

(a)  On June 15, 2008 and June 15, 2009, the Company will pay
U.S.$3,333,333 in principal amount (or such lesser principal amount as shall
then be outstanding) of the Series A Notes at par and without payment of the
Make-Whole Amount or any premium, together with interest accrued thereon. The
entire principal amount of the Series A Notes shall become due and payable on
June 15, 2010.

(b)  On June 15, 2009 and on each June 15 thereafter to and including June
15, 2012, the Company will prepay $11,000,000 in principal amount (or such
lesser principal amount as shall then be outstanding) of the Series B Notes at
par and without payment of the Make-Whole Amount or any premium, together with
interest accrued thereon. The entire principal amount of the Series B Notes
shall become due and payable on June 15, 2013.

In the case of each required prepayment of the Notes pursuant to paragraph
(a) or (b) of this Section 8.1, the principal amount of the Notes to be prepaid
shall be allocated among all of

-15-



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##### 



the Notes of the series of Notes to be prepaid at the time outstanding in
proportion, as nearly as practical, to the respective unpaid principal amounts
thereof.

Any partial prepayment of the Notes pursuant to Section 8.2 or purchase of
the Notes permitted by Section 8.6 shall be applied in accordance with Section
8.4 to reduce the principal amount of each required prepayment of the Notes of
each series becoming due under Section 8.1 on and after the date of such
prepayment or purchase in the same proportion as the aggregate unpaid principal
amount of the Notes of such series is reduced as a result of such prepayment or
purchase.

Section 8.2. Optional Prepayments with Make-Whole Amount. The Company
may, at its option, upon notice as provided below, prepay at any time all, or
from time to time any part of, the Notes in an amount not less than
U.S.$1,000,000 of the aggregate principal amount of the Notes then outstanding
in the case of a partial prepayment, at 100% of the principal amount so
prepaid, plus the Make-Whole Amount, if any, determined for the prepayment date
with respect to such principal amount. The Company will give each holder of
Notes written notice of each optional prepayment under this Section 8.2 not
less than 30 days and not more than 60 days prior to the date fixed for such
prepayment. Each such notice shall specify such date, the aggregate principal
amount of the Notes to be prepaid on such date, the principal amount of each
Note held by such holder to be prepaid (determined in accordance with Section
8.4), and the interest to be paid on the prepayment date with respect to such
principal amount being prepaid, and shall be accompanied by a certificate of a
Senior Financial Officer as to the estimated Make-Whole Amount due in
connection with such prepayment (calculated as if the date of such notice were
the date of the prepayment), setting forth the details of such computation.
Two Business Days prior to such prepayment, the Company shall deliver to each
holder of Notes a certificate of a Senior Financial Officer specifying the
calculation of such Make-Whole Amount as of the specified prepayment date.

Section 8.3. Prepayment in Connection with a Payment under Section 8.8.

(a)  Subject to paragraph (b) below, if, as a result of an occurrence of
any Tax Event, the Company shall have determined, in the good faith opinion of
a Responsible Officer of the Company, that the Company shall be required to pay
additional sums pursuant to Section 8.8 (Special Additional Sums) of two
percent (2%) or more of the interest otherwise payable to any holder of the
Notes (the Affected Holders) on the next interest payment date, then the
Company shall have the right, at its option, at any time within 180 days
beginning 90 days prior to the first such required payment pursuant to Section
8.8, but only upon delivery to all of the Affected Holders of an opinion of tax
counsel of recognized standing (not an employee of the Company) that the
Company will be or has been required by law or the interpretation or
administration thereof to pay such Special Additional Sums within such 180 day
period, to prepay all (but not less than all) of the Notes held by all Affected
Holders, upon not less than 30 nor more than 60 days prior written notice of
the date and the amount of such prepayment to such holders, at the principal
amount thereof, together with accrued interest thereon to the date fixed for
prepayment plus the Make-Whole Amount, if any, determined for the prepayment
date with respect to such principal amount, provided, however, that this
paragraph shall not relieve the Company to any extent of any obligation under
Section 8.8 with respect to payments under this Agreement or the Notes.

-16-



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##### 



(b)  Notwithstanding anything to the contrary in this Section 8.3, no Note
shall be prepaid pursuant to this Section 8.3, if the holder thereof shall, by
written notice of such holder delivered to the Company not less than five
Business Days prior to the date fixed for prepayment, irrevocably waive
compliance by the Company with its obligations under Section 8.8 in respect of
all Notes held by such holder to pay such Special Additional Sums. Any such
waiver by a holder shall be only in respect of the payment of the Special
Additional Sums that gave rise to the right of the Company to prepay under this
Section 8.3 and not in respect of any subsequent requirement to pay such holder
Special Additional Sums.

Section 8.4. Allocation of Partial Prepayments. In the case of each
partial prepayment of the Notes pursuant to Section 8.2, the principal amount
of the Notes to be prepaid shall be allocated among all of the Notes at the
time outstanding in proportion, as nearly as practicable, to the respective
unpaid principal amounts thereof not theretofore called for prepayment. Each
prepayment made pursuant to Section 8.3 or purchases permitted by Section 8.6
shall be applied only to the Notes of the holders who are participating in such
prepayment or purchase.

Section 8.5. Maturity; Surrender, Etc. In the case of each prepayment of
Notes pursuant to this Section 8, the principal amount of each Note to be
prepaid shall mature and become due and payable on the date fixed for such
prepayment, together with interest on such principal amount accrued to such
date and the applicable Make-Whole Amount, if any. From and after such date,
unless the Company shall fail to pay such principal amount when so due and
payable, together with the interest and the applicable Make-Whole Amount, if
any, as aforesaid, interest on such principal amount shall cease to accrue.
Any Note paid or prepaid in full shall be surrendered to the Company and
cancelled and shall not be reissued, and no Note shall be issued in lieu of any
prepaid principal amount of any Note.

Section 8.6. Purchase of Notes. The Company will not, and will not permit
any Subsidiary to, purchase, redeem, prepay or otherwise acquire, directly or
indirectly, any of the outstanding Notes except (a) upon the payment or
prepayment of the Notes in accordance with the terms of this Agreement and the
Notes or (b) pursuant to an offer to purchase made by the Company or a
Subsidiary pro rata to the holders of all Notes at the time outstanding upon
the same terms and conditions. Any such offer shall provide each holder with
sufficient information to enable it to make an informed decision with respect
to such offer, and shall remain open for at least 10 Business Days. If the
holders of more than 25% of the principal amount of the Notes then outstanding
accept such offer, the Company shall promptly notify the remaining holders of
such fact and the expiration date for the acceptance by holders of Notes of
such offer shall be extended by the number of days necessary to give each such
remaining holder at least 10 Business Days from its receipt of such notice to
accept such offer. The Company will promptly cancel all Notes acquired by it
or any Subsidiary pursuant to any payment, prepayment or purchase of Notes
pursuant to any provision of this Agreement and no Notes may be issued in
substitution or exchange for any such Notes.

Section 8.7. Make-Whole Amount for Notes. The term Make-Whole Amount
shall mean, with respect to any Note, an amount equal to the excess, if any, of
the Discounted Value of the Remaining Scheduled Payments with respect to the
Called Principal of such Note over the amount of such Called Principal,
providedthat the Make-Whole Amount may in no event be less

-17-



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##### 



than zero. For the purposes of determining the Make-Whole Amount, the
following terms have the following meanings:



| |                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Called Principal shall mean, with respect to any Note, the
principal of such Note that is to be prepaid pursuant to Section 8.2 or
8.3 or has become or is declared to be immediately due and payable
pursuant to Section 12.1, as the context requires.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Discounted Value shall mean, with respect to the Called Principal
of any Note, the amount obtained by discounting all Remaining Scheduled
Payments with respect to such Called Principal from their respective
scheduled due dates to the Settlement Date with respect to such Called
Principal, in accordance with accepted financial practice and at a
discount factor (applied on the same periodic basis as that on which
interest on the Notes is payable) equal to the Reinvestment Yield with
respect to such Called Principal.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Reinvestment Yield shall mean, with respect to the Called
Principal of any Note, 0.50% (or, in the case of any prepayment pursuant
to Section 8.3, 2.75%) over the yield to maturity implied by (a) the
yields reported, as of 10:00 a.m. (New York, New York time) on the second
Business Day preceding the Settlement Date with respect to such Called
Principal, on the display designated as Page PX1 on the Bloomberg
Financial Markets Services Screen (or such other display as may replace
Page PX1 on the Bloomberg Financial Markets Services Screen) for actively
traded U.S. Treasury securities having a maturity equal to the Remaining
Average Life of such Called Principal as of such Settlement Date, or (b)
if such yields are not reported as of such time or the yields reported as
of such time are not ascertainable, the Treasury Constant Maturity Series
Yields reported, for the latest day for which such yields have been so
reported as of the second Business Day preceding the Settlement Date with
respect to such Called Principal, in Federal Reserve Statistical Release
H.15 (519) (or any comparable successor publication) for actively traded
U.S. Treasury securities having a constant maturity equal to the
Remaining Average Life of such Called Principal as of such Settlement
Date. Such implied yield will be determined, if necessary, by (1)
converting U.S. Treasury bill quotations to bond-equivalent yields in
accordance with accepted financial practice and (2) interpolating
linearly between (i) the actively traded U.S. Treasury security with the
maturity closest to and greater than the Remaining Average Life and (ii)
the actively traded U.S. Treasury security with the maturity closest to
and less than the Remaining Average Life.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Remaining Average Life shall mean, with respect to any Called
Principal, the number of years (calculated to the nearest one-twelfth
year) obtained by dividing (a) such Called Principal into (b) the sum of
the products obtained by multiplying (1) the principal component of each
Remaining Scheduled Payment with respect to such Called Principal by (2)
the number of years (calculated to the nearest one-twelfth year) that
will elapse between the Settlement Date with respect to such Called
Principal and the scheduled due date of such Remaining Scheduled Payment.



| |                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Remaining Scheduled Payments shall mean, with respect to the
Called Principal of any Note all payments, of such Called Principal and
interest thereon that would be due after the Settlement Date with respect
to such Called Principal if no payment of such

-18-



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| |                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Called Principal were made prior to its scheduled due date, provided
that if such Settlement Date is not a date on which interest payments are
due to be made under the terms of the Note, then the amount of the next
succeeding scheduled interest payment will be reduced by the amount of
interest accrued to such Settlement Date and required to be paid on such
Settlement Date pursuant to Section 8.2, 8.3 or 12.1.



| |                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Settlement Date shall mean, with respect to the Called Principal
of any Note, the date on which such Called Principal is to be prepaid
pursuant to Section 8.2 or 8.3 or has become or is declared to be
immediately due and payable pursuant to Section 12.1, as the context
requires.

Section 8.8. Payments Free and Clear of Taxes. (a) The Company, for the
benefit of the holders of the Notes, agrees that in the event payments, if any,
made by the Company hereunder or in respect of the Notes to any holder are
subject to any present or future tax, duty, assessment, impost, levy,
withholding or other similar charge (a Relevant Tax) imposed upon such holder
by the government of any country or jurisdiction (or any authority therein or
thereof) other than any tax based on or measured by net income imposed on any
holder of the Notes by the country in which such holder is a resident (the
Resident Country), from or through which payments hereunder or on or in
respect of the Notes are actually made (each a Taxing Jurisdiction), the
Company will pay to such holder such additional amounts (Tax Indemnity
Amounts) as may be necessary in order that the net amounts paid to such holder
pursuant to the terms of this Agreement or the Notes after imposition of any
such Relevant Tax shall be not less than the amounts specified in this
Agreement or the Notes to be then due and payable (after giving effect to the
exclusion for Relevant Taxes imposed by the government of the Resident
Country), providedthat the Company shall not be obliged to pay such Tax
Indemnity Amounts to any holder of a Note in respect of Relevant Taxes to the
extent such Relevant Taxes exceed the Relevant Taxes that would have been
payable:



| |                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) had such holder not been a resident of Canada within the
meaning of the Income Tax Act(Canada) or not used or held such
Note in the course of carrying on a business in Canada within the
meaning of the Income Tax Act(Canada); or



| |                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) had such holder not dealt with the Company on a non-arms
length basis (within the meaning of the Income Tax Act(Canada)) in
connection with any such payment; or



| |                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (3) had such holder not had any connection with such Taxing
Jurisdiction or any territory or political subdivision thereof
other than the mere holding of a Note (or the receipt of any
payments in respect thereof) or activities incidental thereto
(including enforcement thereof); or



| |                                                                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (4) but for the delay or failure by such holder (following a
written request by the Company) in the filing with an appropriate
Governmental Authority or otherwise of forms, certificates,
documents, applications or other reasonably required evidence, that
is required to be filed by such holder to avoid or reduce such
Relevant Taxes and that in the case of any of the foregoing would

-19-



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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | not result in any confidential or proprietary income tax
return information being revealed, either directly or indirectly,
to any Person (collectively, Forms) and such delay or failure
could have been lawfully avoided by such holder, providedthat such
holder shall be deemed to have satisfied the requirements of this
clause (4) upon the good faith completion and submission of such
Forms as may be specified in a written request of the Company no
later than 45 days after receipt by such holder of such written
request (which written request shall be accompanied by a copy of
such Forms and all applicable instructions and, if any such Forms
or instructions shall not be in the English language, an English
translation thereof).

(b)  Within 60 days after the date of any payment by the Company of any
Relevant Tax in respect of any payment under the Notes or this Agreement, the
Company shall furnish to each holder of a Note the original tax receipt for the
payment of such Relevant Tax (or if such original tax receipt is not available,
a duly certified copy of the original tax receipt), together with such other
documentary evidence with respect to such payments as may be reasonably
requested from time to time by any holder of a Note.

(c)  If the Company has made a payment to or on account of any holder of a
Note pursuant to Section 8.8(a) above and such holder, in such holders
reasonable discretion, determines that it is entitled to a refund of the
Relevant Tax to which such payment is attributable from the Governmental
Authority to which the payment of the Relevant Tax was made and such refund can
be obtained by filing one or more Forms, then (i) such holder shall, as soon as
practicable after receiving a written request therefor from the Company (which
request shall specify in reasonable detail the Forms to be filed), file such
Forms and (ii) upon receipt of such refund, if any, provided no Default or
Event of Default then exists, promptly pay over such refund to the Company.

For the avoidance of doubt, nothing herein shall (a) restrict the right of
any holder to arrange its tax affairs as it shall deem appropriate or (b)
require any holder to disclose any information regarding its tax affairs or
computations to the Company or any other Person other than as shall be
necessary to permit the Company to determine whether the payment of any Tax
Indemnity Amount would be required to be made pursuant to the provisions of
this Section 8.8; provided, however, no holder shall be obligated to disclose
any of its tax returns to the Company or any other Person.

SECTION 9. Affirmative Covenants.

The Company covenants that so long as any of the Notes are outstanding:

Section 9.1. Compliance with Law. The Company will, and will cause each
of its Subsidiaries to, comply with all laws, ordinances or governmental rules
or regulations to which each of them is subject, including, without limitation,
Environmental Laws, and will obtain and maintain in effect all licenses,
certificates, permits, franchises and other governmental authorizations
necessary to the ownership of their respective properties or to the conduct of
their respective businesses, in each case to the extent necessary to ensure
that non-compliance with such laws, ordinances or governmental rules or
regulations or failures to obtain or maintain in

-20-



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##### 



effect such licenses, certificates, permits, franchises and other
governmental authorizations could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

Section 9.2. Insurance. The Company will, and will cause each of its
Subsidiaries to, maintain, with insurers reasonably determined by the Company
in good faith to be financially sound and reputable, insurance with respect to
their respective properties and businesses against such casualties and
contingencies, of such types, on such terms and in such amounts (including
deductibles, co-insurance and self-insurance, if adequate reserves are
maintained with respect thereto) as is customary in the case of entities of
established reputations engaged in the same or a similar business and similarly
situated.

Section 9.3. Maintenance of Properties. The Company will, and will cause
each of its Subsidiaries to, maintain and keep, or cause to be maintained and
kept, their respective properties in good repair, working order and condition
(other than ordinary wear and tear), so that the business carried on in
connection therewith may be properly conducted at all times, providedthat this
Section shall not prevent the Company or any Subsidiary from discontinuing the
operation and the maintenance of any of its properties if such discontinuance
is desirable in the conduct of its business and the Company has concluded that
such discontinuance could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

Section 9.4. Payment of Taxes and Claims. The Company will, and will
cause each of its Subsidiaries to, file all tax returns required to be filed in
any jurisdiction and to pay and discharge all taxes shown to be due and payable
on such returns and all other taxes, assessments, governmental charges, or
levies imposed on them or any of their properties, assets, income or
franchises, to the extent such taxes and assessments have become due and
payable and before they have become delinquent and all claims for which sums
have become due and payable that have or might become a Lien on properties or
assets of the Company or any Subsidiary, providedthat neither the Company nor
any Subsidiary need pay any such tax or assessment or claims if (a) the amount,
applicability or validity thereof is contested by the Company or such
Subsidiary on a timely basis in good faith and in appropriate proceedings, and
the Company or a Subsidiary has established adequate reserves therefor in
accordance with GAAP on the books of the Company or such Subsidiary or (b) the
nonpayment of all such taxes and assessments in the aggregate could not
reasonably be expected to have a Material Adverse Effect.

Section 9.5. Corporate Existence, Etc. The Company will at all times
preserve and keep in full force and effect its corporate existence. Subject to
Sections 10.7, 10.8 and 10.10, the Company will at all times preserve and keep
in full force and effect the corporate existence of each of its Subsidiaries
(unless merged, consolidated or amalgamated into or with the Company or another
Subsidiary) and all rights and franchises of the Company and its Subsidiaries
unless, in the good faith judgment of the Company, the termination of or
failure to preserve and keep in full force and effect such corporate existence,
right or franchise could not, individually or in the aggregate, have a Material
Adverse Effect.

Section 9.6. Notes to Rank Pari Passu.The Notes and all other
obligations of the Company under this Agreement shall rank at least pari passu
with all other present and future unsecured Senior Debt (actual or contingent)
of the Company which is not expressed to be subordinate or junior in rank to
any other unsecured Senior Debt of the Company.

-21-



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SECTION 10. Negative Covenants.

The Company covenants that so long as any of the Notes are outstanding:

Section 10.1. Consolidated Net Worth. The Company will not, at any time,
permit Consolidated Net Worth to be less than the sum of (a) U.S.$200,000,000,
plus(b) an aggregate amount equal to 25% of its Consolidated Net Income (but,
in each case, only if a positive number) for each completed fiscal quarter
beginning with the fiscal quarter ended March 31, 2003.

Section 10.2. Limitation on Consolidated Debt. The Company will not, at
any time, permit the Consolidated Debt to exceed 45% of Consolidated Total
Capitalization.

Section 10.3. Limitation on Subsidiary Debt. The Company will not, at any
time, permit any Subsidiary to, directly or indirectly, create, incur, assume,
guarantee, have outstanding, or otherwise become or remain directly or
indirectly liable with respect to any Debt other than:



| |                                                                                                                                                                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Debt of a Subsidiary outstanding on the date of this Agreement
described on Schedule 5.15 and any extension, renewal or refunding
thereof, providedthat (1) the principal amount thereof is not increased
in connection with such extension, renewal or refunding and (2) no
Default or Event of Default shall exist at the time of such extension,
renewal or refunding;



| |                                                                           
| | --------------------------------------------------------------------------
| | (b) Debt of a Subsidiary owed to the Company or a Wholly-Owned
Subsidiary;



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) Debt of a Subsidiary outstanding at the time such Subsidiary
becomes a Subsidiary, providedthat (1) such Debt shall not have been
incurred in contemplation of such Subsidiary becoming a Subsidiary and
(2) immediately after such Subsidiary becomes a Subsidiary no Default or
Event of Default shall exist, and any extension, renewal or refunding of
such Debt, provided, that (i) the principal amount thereof is not
increased in connection with such extension, renewal or refunding and
(ii) no Default or Event of Default shall exist at the time of such
extension, renewal or refunding; and



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d) Debt of a Subsidiary in addition to that otherwise permitted by
the provisions of this Section 10.3; providedthat on the date such
Subsidiary incurs or otherwise becomes liable with respect to any such
additional Debt and immediately after giving effect thereto and to the
concurrent retirement of any other Debt (1) no Default or Event of
Default shall exist, and (2) such Debt can be incurred within the
applicable limitations provided in Sections 10.2 and 10.4.

Section 10.4. Limitation on Priority Debt. The Company will not, at any
time, permit Priority Debt to exceed 10% of Consolidated Total Capitalization.

Section 10.5. Minimum Interest Coverage Ratio. The Company will not, at
any time, permit the Minimum Interest Coverage Ratio to be less than 3.0 to
1.0.

-22-



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##### 



Section 10.6. Limitation on Liens. The Company will not, and will not
permit any of its Subsidiaries to, directly or indirectly create, incur, assume
or permit to exist (upon the happening of a contingency or otherwise) any Lien
on or with respect to any property or asset (including, without limitation, any
document or instrument in respect of goods or accounts receivable) of the
Company or any such Subsidiary, whether now owned or held or hereafter
acquired, or any income or profits therefrom or assign or otherwise convey any
right to receive income or profits, except:



| |                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Liens for taxes, assessments or other governmental charges or
levies which are not yet due and payable or the payment of which is not
at the time required by Section 9.4;



| |                                                                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) statutory Liens of landlords, undetermined or inchoate Liens and
other Liens imposed by law such as Liens of carriers, warehousemen,
mechanics, materialmen and other similar Liens, in each case, incurred in
the ordinary course of business for sums not yet due and payable or the
payment of which is not at the time required by Section 9.4;



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) Liens (other than any Lien imposed by ERISA, the Income Tax Act
(Canada), the Pension Benefits Standards Act, 1985(Canada) and all other
applicable Canadian Federal and provincial statutes or regulations
governing pension plans) incurred or deposits made in the ordinary course
of business (1) in connection with workers compensation, unemployment
insurance, other types of social security or retirement benefits or
insurance regulatory requirements or (2) to secure (or to obtain letters
of credit that secure) the performance of tenders, statutory obligations,
surety bonds, appeal bonds, bids, leases (other than Capital Leases),
performance bonds, purchase, construction or sales contracts and other
similar obligations, in each case not incurred or made in connection with
the borrowing of money, the obtaining of advances or credit or the
payment of the deferred purchase price of property;



| |                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d) any attachment or judgment Lien, unless the judgment it secures
shall not, within 60 days after the entry thereof, have been discharged
or execution thereof stayed pending appeal, or shall not have been
discharged within 60 days after the expiration of any such stay;



| |                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------
| | (e) Liens on property or assets of a Subsidiary securing Debt owing
to the Company or to a Wholly-Owned Subsidiary;



| |                                                                              
| | -----------------------------------------------------------------------------
| | (f) Liens existing on the date of the Closing and described on
Schedule 5.15;



| |                                                                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (g) leases or subleases granted to others, easements, rights-of-way,
restrictions and other similar charges or encumbrances or minor survey
exceptions, in each case incidental to, and not interfering with, the
ordinary conduct of the business of the Company or any of its
Subsidiaries, providedthat such Liens do not, in the aggregate,
materially detract from the value of such property;



| |                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (h) any Lien created to secure all or any part of the purchase
price, or to secure Debt incurred or assumed to pay all or any part of
the purchase price or cost of

-23-



---



##### 





| |                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | construction, of property (or any improvement thereon) acquired or
constructed by the Company or a Subsidiary after the date of the Closing,
providedthat



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) any such Lien shall extend solely to the item or items of
such property (or improvement thereon) so acquired or constructed
and, if required by the terms of the instrument originally creating
such Lien, other property (or improvement thereon) which is an
improvement to or is acquired for specific use in connection with
such acquired or constructed property (or improvement thereon) or
which is real property being improved by such acquired or
constructed property (or improvement thereon),



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) the principal amount of the Debt secured by any such Lien
shall at no time exceed an amount equal to the lesser of (i) the
cost to the Company or such Subsidiary of the property (or
improvement thereon) so acquired or constructed and (ii) the Fair
Market Value (as determined in good faith by one or more officers
of the Company to whom authority to enter into the subject
transaction has been delegated by the board of directors of the
Company) of such property (or improvement thereon) at the time of
such acquisition or construction,



| |                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------
| | (3) any such Lien shall be created contemporaneously with, or
within 12 months after, the acquisition or construction of such
property,



| |                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------
| | (4) the aggregate principal amount of all Debt secured by such
Liens shall be permitted by the limitation set forth in Section
10.2, and



| |                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------
| | (5) at the time of the incurrence of the Debt secured by such
Liens, no Default or Event of Default shall exist;



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) any Lien existing on property of a Person immediately prior to
its being consolidated with or merged into the Company or a Subsidiary or
its becoming a Subsidiary, or any Lien existing on any property acquired
by the Company or any Subsidiary at the time such property is so acquired
(whether or not the Debt secured thereby shall have been assumed),
providedthat (1) no such Lien shall have been created or assumed in
contemplation of such consolidation or merger or such Persons becoming a
Subsidiary or such acquisition of property, (2) each such Lien shall
extend solely to the item or items of property so acquired and, if
required by the terms of the instrument originally creating such Lien,
other property which is an improvement to or is acquired for specific use
in connection with such acquired property and (3) the aggregate amount of
all Debt secured by such Liens shall be permitted by the limitation set
forth in Section 10.2;



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (j) any Lien renewing, extending or refunding any Lien permitted by
paragraphs (f), (h) or (i) of this Section 10.6, providedthat (1) the
principal amount of Debt secured by such Lien immediately prior to such
extension, renewal or refunding is not increased or the maturity thereof
reduced, (2) such Lien is not extended to any other property and (3)
immediately after such extension, renewal or refunding no Default or
Event of Default would exist;

-24-



---



##### 





| |                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (k) reservations, conditions, limitations and exceptions contained
in or implied by statute in the original disposition from the Crown and
grants made by the Crown of interests so reserved or excepted; and



| |                                                                                                                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (l) other Liens not otherwise permitted by paragraphs (a) through
(k), inclusive, of this Section 10.6, providedthat the Debt secured by
such Liens shall be permitted by the limitation set forth in Sections
10.2 and 10.4 at the time that the Lien securing such Debt is created.

Any Person that becomes a Subsidiary after the date of the Closing shall,
for all purposes of this Section 10.6, be deemed to have created or incurred,
at the time it becomes a Subsidiary, all outstanding Liens of such Person
immediately after it becomes a Subsidiary, and any Person extending, renewing
or refunding any Debt secured by any Lien shall be deemed to have incurred such
Lien at the time of such extension, renewal or refunding.

Section 10.7. Merger, Consolidation, Etc. The Company will not, and will
not permit any of its Subsidiaries to, consolidate with or merge with any other
corporation or convey, transfer or lease substantially all of its assets in a
single transaction or series of transactions to any Person (except that a
Subsidiary of the Company may (x) consolidate, merge or amalgamate with, or
convey, transfer or lease substantially all of its assets in a single
transaction or series of transactions to, the Company or a Wholly-Owned
Subsidiary of the Company, as applicable, and (y) convey, transfer or lease all
of its assets in compliance with the provisions of Section 10.8 or 10.10),
providedthat the foregoing restriction does not apply to the consolidation or
merger of the Company with, or the conveyance, transfer or lease of
substantially all of the assets of the Company in a single transaction or
series of transactions to, any Person so long as:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) the successor formed by such consolidation or the survivor of
such merger or the Person that acquires by conveyance, transfer or lease
substantially all of the assets of the Company as an entirety, as the
case may be (the Successor Corporation), shall be a solvent corporation
organized and existing under the laws of the United States or any State
thereof (including the District of Columbia) or Canada or any Province
thereof;



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) if the Company is not the Successor Corporation, (1) the
Successor Corporation shall have executed and delivered to each holder of
the Notes its assumption of the due and punctual performance and
observance of each covenant and condition of this Agreement and the Notes
(pursuant to such agreements and instruments as shall be reasonably
satisfactory to the Required Holders) and (2) the Successor Corporation
shall have caused to be delivered to each holder of any Notes an opinion
of counsel of United States or Canadian national standing (and not an
employee of the Company) or other counsel reasonably satisfactory to the
Required Holders, to the effect that all agreements or instruments
effecting such assumption are enforceable in accordance with their terms
and comply with the terms hereof; and



| |                                                                                                     
| | ----------------------------------------------------------------------------------------------------
| | (c) immediately after giving effect to such transaction, no Default
or Event of Default would exist.

-25-



---



##### 



No such conveyance, transfer or lease of substantially all of the assets of the
Company shall have the effect of releasing the Company or any Successor
Corporation from its liability under this Agreement or the Notes.

Section 10.8. Sale of Assets, Etc. Except as permitted under Section
10.7, Section 10.9 and Section 10.10, the Company will not, and will not permit
any of its Subsidiaries to, make any Asset Disposition unless:



| |                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) in the good faith opinion of the Company, the Asset Disposition
is in exchange for consideration having a Fair Market Value at least
equal to that of the property exchanged and is in the best interest of
the Company or such Subsidiary;



| |                                                                                                              
| | -------------------------------------------------------------------------------------------------------------
| | (b) immediately after giving effect to the Asset Disposition, no
Default or Event of Default would exist; and



| |                                                                                                                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) subject to the following paragraph, immediately after giving
effect to the Asset Disposition the Disposition Value of all property
that was the subject of any Asset Disposition occurring in the
immediately preceding period of 12 consecutive months would not exceed
15% of Consolidated Total Assets as of the end of the then most recently
ended fiscal quarter of the Company.

If the Net Proceeds Amount for any Transfer is applied to a Debt
Prepayment Application or a Property Reinvestment Application, in either case,
within 12 months after such Transfer, then such Transfer, only for the purpose
of determining compliance with subsection (c) of this Section 10.8 as of a date
on or after the Net Proceeds Amount is so applied, shall be deemed not to be an
Asset Disposition. Notwithstanding the preceding sentence, the Company shall
not be permitted to apply the Net Proceeds Amount for any Transfer to a Debt
Prepayment Application if, as a result thereof, the Company will have prepaid
more than 25% of the original principal amount of the Notes within five years
from the date of the Closing.

Section 10.9. Sale-and-Leasebacks. The Company will not, and will not
permit any Subsidiary to, enter into any Sale-and-Leaseback Transaction with
respect to any property more than 180 days following the acquisition or
occupancy of such property by the Company or such Subsidiary, whichever is
later, unless:



| |                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------
| | (a) the term of the lease in respect of such Sale-and-Leaseback
Transaction, including all renewal terms, shall not exceed three years;



| |                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------
| | (b) such Sale-and-Leaseback Transaction constitutes a sale by a
Subsidiary to the Company or by the Company to a Wholly-Owned Subsidiary;



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) the Net Proceeds Amount received by the Company or such
Subsidiary in respect of such Sale-and-Leaseback Transaction is applied
within 12 months of the consummation thereof to a Debt Prepayment
Application or a Property Reinvestment Application, provided, however,
that notwithstanding the preceding clause, the Company shall not be
permitted to apply the Net Proceeds Amount in respect of any
Sale-and-Leaseback Transaction to a Debt Prepayment Application if, as a
result thereof, the

-26-



---



##### 





| |                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------
| | Company will have prepaid more than 25% of the original principal
amount of the Notes within five years from the date of the Closing; or



| |                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d) immediately after giving effect thereto, the aggregate amount of
Priority Debt does not exceed 10% of Consolidated Total Capitalization
determined at such time and no Default or Event of Default would exist.

Section 10.10. Disposal of Ownership of a Subsidiary. The Company will
not, and will not permit any of its Subsidiaries to, sell or otherwise dispose
of any Subsidiary Shares, nor will the Company permit any such Subsidiary to
issue, sell or otherwise dispose of any shares of its own share capital,
providedthat the foregoing restrictions do not apply to:



| |                                                                      
| | ---------------------------------------------------------------------
| | (a) the issue of directors qualifying shares by any such
Subsidiary;



| |                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------
| | (b) any such Transfer of Subsidiary Shares constituting a Transfer
described in clause (a) of the definition of Asset Disposition; and



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) the Transfer of the Subsidiary Shares of a Subsidiary of the
Company owned by the Company and its other Subsidiaries; providedthat
such Transfer satisfies the requirements of Section 10.8, including
without limitation, the requirement that the Company shall not be
permitted to apply the Net Proceeds Amount for any Transfer to a Debt
Prepayment Application if, as a result thereof, the Company will have
prepaid more than 25% of the original principal amount of the Notes
within five years from the date of the Closing.

Section 10.11. Nature of Business. The Company will not, and will not
permit any of its Subsidiaries to, engage in any business if, as a result, the
general nature of the business in which the Company and its Subsidiaries, taken
as a whole, would then be engaged would be substantially changed from the
general nature of the business in which the Company and its Subsidiaries, taken
as a whole, are engaged on the date of the Closing as described in the
Memorandum.

Section 10.12. Transactions with Affiliates. The Company will not, and
will not permit any Subsidiary to, enter into directly or indirectly any
Material transaction or Material group of related transactions (including,
without limitation, the purchase, lease, sale or exchange of properties of any
kind or the rendering of any service) with any Affiliate (other than the
Company or another Subsidiary), except in the ordinary course and pursuant to
the reasonable requirements of the Companys or such Subsidiarys business and
upon fair and reasonable terms no less favorable to the Company or such
Subsidiary than would be obtainable in a comparable arms-length transaction
with a Person not an Affiliate.

-27-



---



##### 



SECTION 11. Events of Default.

An Event of Default shall exist if any of the following conditions or
events shall occur and be continuing:



| |                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) the Company defaults in the payment of any principal or
Make-Whole Amount, if any, on any Note when the same becomes due and
payable, whether at maturity or at a date fixed for prepayment or by
declaration or otherwise; or



| |                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) the Company defaults in the payment of any interest on any Note
or the Company defaults in the payment of any Tax Indemnity Amount under
Section 8.8, in either case for more than five Business Days after the
same becomes due and payable; or



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) the Company defaults in the performance of or compliance with
any term contained in (1) Section 10.1 through 10.5, inclusive, or (2)
Section 10.6 through 10.12, inclusive, and, in the case of this clause
(2), such default is not remedied within 10 Business Days after the
earlier of (i) a Responsible Officer obtaining actual knowledge of such
default and (ii) the Company receiving written notice of such default
from any holder of a Note (any such written notice to be identified as a
notice of default and to refer specifically to clause (2) of this
paragraph (c); or



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d) the Company defaults in the performance of or compliance with
any term contained herein (other than those referred to in paragraphs
(a), (b) and (c) of this Section 11) and such default is not remedied
within 30 days after the earlier of (1) a Responsible Officer obtaining
actual knowledge of such default and (2) the Company receiving written
notice of such default from any holder of a Note (any such written notice
to be identified as a notice of default and to refer specifically to
this paragraph (d) of Section 11); or



| |                                                                                                                                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (e) any representation or warranty made in writing by or on behalf
of the Company or by any officer of the Company in this Agreement or in
any writing furnished in connection with the transactions contemplated
hereby or thereby proves to have been false or incorrect in any material
respect on the date as of which made; or



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (f) (1) the Company or any Subsidiary is in default (as principal or
as guarantor or other surety) in the payment of any principal of or
premium or make-whole amount or interest on any Debt that is outstanding
in an aggregate principal amount of at least U.S.$5,000,000 beyond any
period of grace provided with respect thereto, or (2) the Company or any
Subsidiary is in default in the performance of or compliance with any
term of any evidence of any Debt in an aggregate outstanding principal
amount of at least U.S.$5,000,000 or of any mortgage, indenture or other
agreement relating thereto or any other condition exists, and as a
consequence of such default or condition such Debt has become, or has
been declared, due and payable before its stated maturity or before its
regularly scheduled dates of payment and such declaration has not been
annulled or rescinded, or (3) as a consequence of the occurrence or
continuation of any event or condition (other than the passage of time or
the right of the holder of Debt to convert such Debt into equity
interests), the Company or any Subsidiary has become obligated to

-28-



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##### 





| |                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | purchase or repay Debt before its regular maturity or before its
regularly scheduled dates of payment in an aggregate outstanding
principal amount of at least U.S.$5,000,000; or



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (g) the Company or any Material Subsidiary (1) is generally not
paying, or admits in writing its inability to pay, its debts as they
become due, (2) files, or consents by answer or otherwise to the filing
against it of, a petition for relief or reorganization or arrangement or
any other petition in bankruptcy, for liquidation or to take advantage of
any bankruptcy, insolvency, amalgamation, reorganization, moratorium or
other similar law of any jurisdiction, (3) makes an assignment for the
benefit of its creditors, (4) consents to the appointment of a custodian,
receiver, trustee or other officer with similar powers with respect to it
or with respect to any substantial part of its property, (5) is
adjudicated as insolvent or to be liquidated or (6) takes corporate
action for the purpose of any of the foregoing; or



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (h) a court or governmental authority of competent jurisdiction
enters an order appointing, without consent by the Company or any of its
Material Subsidiaries, a custodian, receiver, trustee or other officer
with similar powers with respect to it or with respect to any substantial
part of its property, or constituting an order for relief or approving a
petition for relief or reorganization or any other petition in bankruptcy
or for liquidation or to take advantage of any bankruptcy or insolvency
law of any jurisdiction, or ordering the amalgamation, dissolution,
winding-up or liquidation of the Company or any of its Material
Subsidiaries, or any such petition shall be filed against the Company or
any of its Material Subsidiaries and such petition shall not be dismissed
within 60 days; or



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) a final judgment or judgments for the payment of money resulting
in liability (exclusive of amounts fully covered by valid and collectible
insurance in respect thereof), aggregating in excess of U.S.$5,000,000
are rendered against one or more of the Company and its Subsidiaries and
which judgments are not, within 60 days after entry thereof, bonded,
discharged or stayed pending appeal, or are not discharged within 60 days
after the expiration of such stay; or



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (j) if (1) any Plan shall fail to satisfy the minimum funding
standards of ERISA or the Code for any plan year or part thereof or a
waiver of such standards or extension of any amortization period is
sought or granted under Section 412 of the Code, (2) a notice of intent
to terminate any Plan shall have been or is reasonably expected to be
filed with the PBGC or the PBGC shall have instituted proceedings under
ERISA Section 4042 to terminate or appoint a trustee to administer any
Plan or the PBGC shall have notified the Company or any ERISA Affiliate
that a Plan may become a subject of any such proceedings, (3) the
aggregate amount of unfunded benefit liabilities (within the meaning of
Section 4001(a)(18) of ERISA) under all Plans, determined in accordance
with Title IV of ERISA, shall exceed U.S.$5,000,000, (4) the Company or
any ERISA Affiliate shall have incurred or is reasonably expected to
incur any liability pursuant to Title I or IV of ERISA or the penalty or
excise tax provisions of the Code relating to employee benefit plans, (5)
the Company or any ERISA Affiliate withdraws from any Multiemployer Plan
or (6) the Company or any ERISA Affiliate establishes or amends any
employee welfare benefit plan that provides post-employment welfare
benefits in a

-29-



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##### 





| |                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | manner that would increase the liability of the Company or any ERISA
Affiliate thereunder; and any such event or events described in clauses
(1) through (6) above, either individually or together with any other
such event or events, could reasonably be expected to have a Material
Adverse Effect; or

As used in Section 11(j), the terms employee benefit plan and employee
welfare benefit plan shall have the respective meanings assigned to such terms
in Section 3 of ERISA.

SECTION 12. Remedies on Default, etc.

Section 12.1. Acceleration. (a) If an Event of Default with respect to
the Company described in paragraph (g) or (h) of Section 11 (other than an
Event of Default described in clause (1) of paragraph (g) or described in
clause (6) of paragraph (g) by virtue of the fact that such clause encompasses
clause (1) of paragraph (g)) has occurred, all the Notes then outstanding shall
automatically become immediately due and payable.

(a)  If any other Event of Default has occurred and is continuing, any
holder or holders of not less than 51% in principal amount of the Notes at the
time outstanding may at any time at its or their option, by notice or notices
to the Company, declare all the Notes then outstanding to be immediately due
and payable.

(b)  If any Event of Default described in paragraph (a) or (b) of Section
11 has occurred and is continuing, any holder or holders of Notes at the time
outstanding affected by such Event of Default may at any time, at its or their
option, by notice or notices to the Company, declare all the Notes held by it
or them to be immediately due and payable.

Upon any Note becoming due and payable under this Section 12.1, whether
automatically or by declaration, such Note will forthwith mature and the entire
unpaid principal amount of such Note, plus(1) all accrued and unpaid interest
thereon and (2) the Make-Whole Amount, if any, determined in respect of such
principal amount (to the full extent permitted by applicable law), shall all be
immediately due and payable, in each and every case without presentment,
demand, protest or further notice, all of which are hereby waived. The Company
acknowledges, and the parties hereto agree, that each holder of a Note has the
right to maintain its investment in the Notes free from repayment by the
Company (except as herein specifically provided for), and that the provision
for payment of a Make-Whole Amount by the Company in the event that the Notes
are prepaid or are accelerated as a result of an Event of Default, is intended
to provide compensation for the deprivation of such right under such
circumstances.

Section 12.2. Other Remedies. If any Default or Event of Default has
occurred and is continuing, and irrespective of whether any Notes have become
or have been declared immediately due and payable under Section 12.1, the
holder of any Note at the time outstanding may proceed to protect and enforce
the rights of such holder by an action at law, suit in equity or other
appropriate proceeding, whether for the specific performance of any agreement
contained herein or in any Note, or for an injunction against a violation of
any of the terms hereof or thereof, or in aid of the exercise of any power
granted hereby or thereby or by law or otherwise.

Section 12.3. Rescission. At any time after any Notes have been declared
due and payable pursuant to clause (b) or (c) of Section 12.1, the holders of
not less than 51% in principal

-30-



---



##### 



amount of the Notes then outstanding, by written notice to the Company,
may rescind and annul any such declaration and its consequences if (a) the
Company has paid all overdue interest on the Notes, all principal of and
Make-Whole Amount, if any, on any Notes that are due and payable and are unpaid
other than by reason of such declaration, and all interest on such overdue
principal and Make-Whole Amount, if any, and (to the extent permitted by
applicable law) any overdue interest in respect of the Notes at the Default
Rate, (b) all Events of Default and Defaults, other than non-payment of amounts
that have become due solely by reason of such declaration, have been cured or
have been waived pursuant to Section 17 and (c) no judgment or decree has been
entered for the payment of any monies due pursuant hereto or to the Notes. No
rescission and annulment under this Section 12.3 will extend to or affect any
subsequent Event of Default or Default or impair any right consequent thereon.

Section 12.4. No Waivers or Election of Remedies, Expenses, Etc. No
course of dealing and no delay on the part of any holder of any Note in
exercising any right, power or remedy shall operate as a waiver thereof or
otherwise prejudice such holders rights, powers or remedies. No right, power
or remedy conferred by this Agreement or by any Note upon any holder thereof
shall be exclusive of any other right, power or remedy referred to herein or
therein or now or hereafter available at law, in equity, by statute or
otherwise. Without limiting the obligations of the Company under Section 15,
the Company will pay to the holder of each Note on demand such further amount
as shall be sufficient to cover all costs and expenses of such holder incurred
in any enforcement or collection under this Section 12, including, without
limitation, reasonable attorneys fees, expenses and disbursements.

SECTION 13. Registration; Exchange; Substitution of Notes.

Section 13.1. Registration of Notes. The Company shall keep at its
principal executive office a register for the registration and registration of
transfers of Notes. The name and address of each holder of one or more Notes,
each transfer thereof and the name and address of each transferee of one or
more Notes shall be registered in such register. Prior to due presentment for
registration of transfer, the Person in whose name any Note shall be registered
shall be deemed and treated as the owner and holder thereof for all purposes
hereof, and the Company shall not be affected by any notice or knowledge to the
contrary. The Company shall give to any holder of a Note that is an
Institutional Investor promptly upon request therefor, a complete and correct
copy of the names and addresses of all registered holders of Notes.

Section 13.2. Transfer and Exchange of Notes. Upon surrender of any Note
at the principal executive office of the Company for registration of transfer
or exchange (and in the case of a surrender for registration of transfer, duly
endorsed or accompanied by a written instrument of transfer duly executed by
the registered holder of such Note or its attorney duly authorized in writing
and accompanied by the address for notices of each transferee of such Note or
part thereof), the Company shall execute and deliver, at the Companys expense
(except as provided below), one or more new Notes of the same series (as
requested by the holder thereof) in exchange therefor, in an aggregate
principal amount equal to the unpaid principal amount of the surrendered Note.
Each such new Note shall be payable to such Person as such holder may request
and shall be substantially in the form of the Note originally issued hereunder.
Each such new Note shall be dated and bear interest from the date to which
interest shall have been paid on the surrendered Note or dated the date of the
surrendered Note if no interest shall have been paid

-31-



---



##### 



thereon. The Company may require payment of a sum sufficient to cover any
stamp tax or governmental charge imposed in respect of any such transfer of
Notes. Notes shall not be transferred in denominations of less than
U.S.$100,000, providedthat if necessary to enable the registration of transfer
by a holder of its entire holding of Notes of a series one Note of such series
may be in a denomination of less than U.S.$100,000. Any transferee, by its
acceptance of a Note registered in its name (or the name of its nominee), shall
be deemed to have made the representation set forth in Section 6.2.

Section 13.3. Replacement of Notes. Upon receipt by the Company of
evidence reasonably satisfactory to it of the ownership of and the loss, theft,
destruction or mutilation of any Note (which evidence shall be, in the case of
an Institutional Investor, notice from such Institutional Investor of such
ownership and such loss, theft, destruction or mutilation), and



| |                                                                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) in the case of loss, theft or destruction, of indemnity
reasonably satisfactory to it (providedthat if the holder of such Note
is, or is a nominee for, an original Purchaser or another holder of a
Note with a minimum net worth of at least U.S.$50,000,000, such Persons
own unsecured agreement of indemnity shall be deemed to be satisfactory),
or



| |                                                                        
| | -----------------------------------------------------------------------
| | (b) in the case of mutilation, upon surrender and cancellation
thereof,

the Company at its own expense shall execute and deliver, in lieu thereof, a
new Note of the same series, dated and bearing interest from the date to which
interest shall have been paid on such lost, stolen, destroyed or mutilated Note
or dated the date of such lost, stolen, destroyed or mutilated Note if no
interest shall have been paid thereon.

SECTION 14. Payments on Notes.

Section 14.1. Place of Payment. Subject to Section 14.2, payments of
principal, Make-Whole Amount, if any, and interest becoming due and payable on
the Notes shall be made in New York, New York at the principal office of Harris
Trust & Savings Bank in such jurisdiction. The Company may at any time, by
notice to each holder of a Note, change the place of payment of the Notes so
long as such place of payment shall be either the principal office of the
Company in such jurisdiction or the principal office of a bank or trust company
in such jurisdiction.

Section 14.2. Home Office Payment. So long as any Purchaser or its
nominee shall be the holder of any Note, and notwithstanding anything contained
in Section 14.1 or in such Note to the contrary, the Company will pay all sums
becoming due on such Note for principal, Make-Whole Amount, if any, and
interest by the method and at the address specified for such purpose for such
Purchaser on Schedule A hereto or by such other method or at such other address
as such Purchaser shall have from time to time specified to the Company in
writing for such purpose, without the presentation or surrender of such Note or
the making of any notation thereon, except that upon written request of the
Company made concurrently with or reasonably promptly after payment or
prepayment in full of any Note, such Purchaser shall surrender such Note for
cancellation, reasonably promptly after any such request, to the Company at its
principal executive office or at the place of payment most recently designated
by the Company pursuant to Section 14.1. Prior to any sale or other
disposition of any Note held by any

-32-



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##### 



Purchaser or its nominee such Person will, at such Persons election,
either endorse thereon the amount of principal paid thereon and the last date
to which interest has been paid thereon or surrender such Note to the Company
in exchange for a new Note or Notes pursuant to Section 13.2. Each holder of a
Note, by its acceptance of a Note, will be deemed to have agreed to be bound by
and entitled to the benefits of this Section 14.2 as though it were a party to
this Agreement.

SECTION 15. Expenses, Etc.

Section 15.1. Transaction Expenses. Whether or not the transactions
contemplated hereby are consummated, the Company will pay all reasonable costs
and expenses (including reasonable attorneys fees of a special counsel and, if
reasonably required, local or other counsel) incurred by each Purchaser or
holder of a Note in connection with such transactions and any amendments,
waivers or consents under or in respect of this Agreement, or the Notes
(whether or not such amendment, waiver or consent becomes effective),
including, without limitation: (a) the reasonable costs and expenses incurred
in enforcing or defending (or determining whether or how to enforce or defend)
any rights under this Agreement, or the Notes or in responding to any subpoena
or other legal process or informal investigative demand issued in connection
with this Agreement, or the Notes, or by reason of being a holder of any Note,
and (b) the reasonable costs and expenses, including reasonable financial
advisors fees, incurred in connection with the insolvency or bankruptcy of the
Company or any Subsidiary or in connection with any work-out or restructuring
of the transactions contemplated hereby and by the Notes. The Company will
pay, and will save each Purchaser and each other holder of a Note harmless
from, all claims in respect of any fees, costs or expenses, if any, of brokers
and finders (other than those retained by such Person).

Section 15.2. Survival. The obligations of the Company under this Section
15 will survive the payment or transfer of any Note, the enforcement, amendment
or waiver of any provision of this Agreement or the Notes, and the termination
of this Agreement.

SECTION 16. Survival of Representations and Warranties; Entire Agreement.

All representations and warranties contained herein shall survive the
execution and delivery of this Agreement and the Notes, the purchase or
transfer by any Purchaser or subsequent holder of any such Note or portion
thereof or interest therein and the payment of any Note, and may be relied upon
by any subsequent holder of a Note, regardless of any investigation made at any
time by or on behalf of any Purchaser or any subsequent holder of a Note. All
statements contained in any certificate or other instrument delivered by or on
behalf of the Company pursuant to this Agreement shall be deemed
representations and warranties of the Company under this Agreement. Subject to
the preceding sentence, this Agreement and the Notes embody the entire
agreement and understanding between the Purchasers and the Company and
supersede all prior agreements and understandings relating to the subject
matter hereof.

SECTION 17. Amendment and Waiver.

Section 17.1. Requirements. This Agreement and the Notes may be amended,
and the observance of any term hereof or of the Notes may be waived (either
retroactively or

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##### 



prospectively), with (and only with) the written consent of the Company
and any holder or holders of not less than 51% in principal amount of Notes at
the time outstanding, except that (a) no amendment or waiver of any of the
provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it
is used in any such Section), will be effective as to any holder of Notes
unless consented to by such holder in writing, and (b) no such amendment or
waiver may, without the written consent of the holder of each Note at the time
outstanding affected thereby, (1) subject to the provisions of Section 12
relating to acceleration or rescission, change the amount or time of any
prepayment or payment of principal of, or reduce the rate or change the time of
payment or method of computation of interest or of the Make-Whole Amount on,
the Notes, (2) change the percentage of the principal amount of the Notes the
holders of which are required to consent to any such amendment or waiver, or
(3) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20 hereof.

Section 17.2. Solicitation of Holders of Notes.

(a)  Solicitation. The Company will provide each holder of the Notes
(irrespective of the amount of Notes then owned by it) with sufficient
information, sufficiently far in advance of the date a decision is required, to
enable such holder to make an informed and considered decision with respect to
any proposed amendment, waiver or consent in respect of any of the provisions
hereof or of the Notes. The Company will deliver executed or true and correct
copies of each amendment, waiver or consent effected pursuant to the provisions
of this Section 17 to each holder of outstanding Notes promptly following the
date on which it is executed and delivered by, or receives the consent or
approval of, the requisite holders of Notes.

(b)  Payment. The Company will not directly or indirectly pay or cause to
be paid any remuneration, whether by way of supplemental or additional
interest, fee or otherwise, or grant any security, to any holder of Notes as
consideration for or as an inducement to the entering into by such holder of
Notes of any waiver or amendment of any of the terms and provisions hereof, or
of the Notes unless such remuneration is concurrently paid, or security is
concurrently granted, on the same terms, ratably to each holder of Notes then
outstanding even if such holder did not consent to such waiver or amendment.

Section 17.3. Binding Effect, Etc.Any amendment or waiver consented to
as provided in this Section 17 applies equally to all holders of Notes affected
thereby and is binding upon them and upon each future holder of any Note and
upon the Company without regard to whether such Note has been marked to
indicate such amendment or waiver. No such amendment or waiver will extend to
or affect any obligation, covenant, agreement, Default or Event of Default not
expressly amended or waived or impair any right consequent thereon. No course
of dealing between the Company and the holder of any Note nor any delay in
exercising any rights hereunder or under any Note shall operate as a waiver of
any rights of any holder of such Note. As used herein, the term this
Agreement and references thereto shall mean this Agreement as it may from time
to time be amended or supplemented.

Section 17.4. Notes Held by Company, Etc. Solely for the purpose of
determining whether the holders of the requisite percentage of the aggregate
principal amount of Notes then outstanding approved or consented to any
amendment, waiver or consent to be given under this Agreement or the Notes, or
have directed the taking of any action provided herein or in the Notes to be
taken upon the direction of the holders of a specified percentage of the
aggregate principal

-34-



---



##### 



amount of Notes then outstanding, Notes directly or indirectly owned by
the Company or any of its Subsidiaries or Affiliates shall be deemed not to be
outstanding.

SECTION 18. Notices.

All notices and communications provided for hereunder shall be in writing
and sent (a) by telefacsimile if the sender on the same day sends a confirming
copy of such notice by a recognized overnight delivery service (charges
prepaid), or (b) by registered or certified mail with return receipt requested
(postage prepaid), or (c) by a recognized overnight delivery service (charges
prepaid). Any such notice must be sent:



| |                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) if to a Purchaser or its nominee, to such Purchaser or its
nominee at the address specified for such communications in
Schedule A to this Agreement, or at such other address as such
Purchaser or its nominee shall have specified to the Company in
writing,



| |                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------
| | (2) if to any other holder of any Note, to such holder at such
address as such other holder shall have specified to the Company in
writing, or



| |                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (3) if to the Company, to the Company at its address set forth
at the beginning hereof to the attention of W. Kirk James, Esq.,
General Counsel, with a copy to Hub International Limited, 55 East
Jackson Boulevard, Chicago, Illinois, 60604, Attention: W. Kirk
James, Esq., General Counsel, or at such other address as the
Company shall have specified to the holder of each Note in writing.

Notices under this Section 18 will be deemed given only when actually received.

SECTION 19. Reproduction of Documents.

This Agreement and all documents relating hereto, including, without
limitation, (a) consents, waivers and modifications that may hereafter be
executed, (b) documents received by each Purchaser at the Closing, and (c)
financial statements, certificates and other information previously or
hereafter furnished to any holder of the Notes, may be reproduced by such
holder by any photographic, photostatic, microfilm, microcard, miniature
photographic or other similar process and such holder may destroy any original
document so reproduced. The Company agrees and stipulates that, to the extent
permitted by applicable law, any such reproduction shall be admissible in
evidence as the original itself in any judicial or administrative proceeding
(whether or not the original is in existence and whether or not such
reproduction was made by such holder in the regular course of business) and any
enlargement, facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence. This Section 19 shall not prohibit the
Company or any other holder of Notes from contesting any such reproduction to
the same extent that it could contest the original, or from introducing
evidence to demonstrate the inaccuracy of any such reproduction.

SECTION 20. Confidential Information.

For the purposes of this Section 20, Confidential Information means
information delivered to any Purchaser by or on behalf of the Company or any
Subsidiary in connection with

-35-



---



##### 



the transactions contemplated by or otherwise pursuant to this Agreement
that is proprietary in nature and that was clearly marked or labeled or
otherwise adequately identified when received by such Purchaser as being
confidential information of the Company or such Subsidiary, providedthat such
term does not include information that (a) was publicly known or otherwise
known to such Purchaser prior to the time of such disclosure, (b) subsequently
becomes publicly known through no act or omission by such Purchaser or any
Person acting on such Purchasers behalf, (c) otherwise becomes known to such
Purchaser other than through disclosure by the Company or any Subsidiary or (d)
constitutes financial statements delivered to such Purchaser under Section 7.1
that are otherwise publicly available. Each Purchaser will maintain the
confidentiality of such Confidential Information in accordance with procedures
adopted by such Purchaser in good faith to protect confidential information of
third parties delivered to such Purchaser, providedthat such Purchaser may
deliver or disclose Confidential Information to (1) such Purchasers directors,
trustees, officers, employees, agents, attorneys and affiliates (to the extent
such disclosure reasonably relates to the administration of the investment
represented by such Purchasers Notes), (2) such Purchasers financial advisors
and other professional advisors who agree to hold confidential the Confidential
Information substantially in accordance with the terms of this Section 20, (3)
any other holder of any Note, (4) any Institutional Investor to which such
Purchaser sells or offers to sell such Note or any part thereof or any
participation therein (if such Person has agreed in writing prior to its
receipt of such Confidential Information to be bound by the provisions of this
Section 20), (5) any Person from which such Purchaser offers to purchase any
security of the Company (if such Person has agreed in writing prior to its
receipt of such Confidential Information to be bound by the provisions of this
Section 20), (6) any Federal, provincial or state regulatory authority having
jurisdiction over such Purchaser, (7) the National Association of Insurance
Commissioners or any similar organization, or any nationally recognized rating
agency that requires access to information about such Purchasers investment
portfolio or (8) any other Person to which such delivery or disclosure may be
necessary or appropriate (i) to effect compliance with any law, rule,
regulation or order applicable to such Purchaser, (ii) in response to any
subpoena or other legal process, (iii) in connection with any litigation to
which such Purchaser is a party or (iv) if an Event of Default has occurred and
is continuing, to the extent such Purchaser may reasonably determine such
delivery and disclosure to be necessary or appropriate in the enforcement or
for the protection of the rights and remedies under such Purchasers Notes and
this Agreement. Notwithstanding anything to the contrary in this Section 20,
the Company agrees that the holders shall not have any obligation to maintain
as confidential any information with respect to the tax treatment and tax
structure (in each case, within the meaning of Treasury Regulation Section
1.6011-4) of the transactions contemplated in this Agreement and the Notes and
all materials of any kind (including opinions or other tax analyses) that are
provided to the holders relating to such tax treatment and tax structure. Each
holder of a Note, by its acceptance of a Note, will be deemed to have agreed to
be bound by and to be entitled to the benefits of this Section 20 as though it
were a party to this Agreement. On reasonable request by the Company in
connection with the delivery to any holder of a Note of information required to
be delivered to such holder under this Agreement or requested by such holder
(other than a holder that is a party to this Agreement or its nominee), such
holder will enter into an agreement with the Company embodying the provisions
of this Section 20.

-36-



---



##### 



SECTION 21. Substitution of Purchaser.

Each Purchaser shall have the right to substitute any one of such
Purchasers Affiliates as the purchaser of the Notes that such Purchaser has
agreed to purchase hereunder, by written notice to the Company, which notice
shall be signed by both such Purchaser and such Affiliate, shall contain such
Affiliates agreement to be bound by this Agreement and shall contain a
confirmation by such Affiliate of the accuracy with respect to it of the
representations set forth in Section 6. Upon receipt of such notice, wherever
the word Purchaser is used in this Agreement (other than in this Section 21),
such word shall be deemed to refer to such Affiliate in lieu of such Purchaser.
In the event that such Affiliate is so substituted as a purchaser hereunder
and such Affiliate thereafter transfers to such Purchaser all of the Notes then
held by such Affiliate, upon receipt by the Company of notice of such transfer,
wherever the word Purchaser is used in this Agreement (other than in this
Section 21), such word shall no longer be deemed to refer to such Affiliate,
but shall refer to such Purchaser, and such Purchaser shall have all the rights
of an original holder of the Notes under this Agreement.

SECTION 22. Submission to Jurisdiction, Judgments, Etc.

Section 22.1. Submission to Jurisdiction. The Company hereby irrevocably
consents and submits to the non-exclusive jurisdiction of any court located
within the State of New York sitting in the Borough of Manhattan and the United
States District Court for the Southern District of New York and irrevocably
agrees that all actions or proceedings relating to this Agreement or the Notes
may be litigated in such courts, and the Company irrevocably waives any
objection which it may have based on improper venue or forum non conveniensto
the conduct of any proceeding in any such court. The Company hereby
irrevocably appoints, with respect to any suit or proceeding that may be
initiated hereunder or under the Notes, Kaye Group Inc. as the Companys agent
for the purpose of accepting service of process within the State of New York
and agrees to retain and consents that all such service of process be made by
mail or messenger directed to its General Counsel at its office located at 1065
Avenue of the Americas, New York, New York, 10018, with a copy to the Companys
General Counsel at its office located at 55 East Jackson Boulevard, Chicago,
Illinois, 60604 or at such other address of Kaye Group Inc. located in the
State of New York, as may be designated by the Company by notice to each holder
of Notes and that service so made shall be deemed to be completed upon the
earlier of actual receipt or three Business Days after the same shall have been
posted to the Company. Nothing contained in this Section 22.1 shall affect the
right of any holder of Notes to serve legal process in any other manner
permitted by law or to bring any action or proceeding in the courts of any
jurisdiction against the Company or to enforce a judgment obtained in the
courts of any other jurisdiction.

Section 22.2. Judgments. Any payment made by the Company to any holder of
the Notes or for the account of any such holder in respect of any amount
payable by the Company in lawful currency of the United States of America,
which payment is made in a foreign currency, whether pursuant to any judgment
or order of a court or tribunal or otherwise, shall constitute a discharge of
the obligations of the Company only to the extent of the amount of lawful
currency of the United States of America which may be purchased with such other
foreign currency, on the day of payment. The Company covenants and agrees that
it shall, as a separate and independent obligation, which shall not be merged
in any such judgment or order, pay or cause

-37-



---



##### 



to be paid the amount payable in lawful currency of the United States of
America and not so discharged in accordance with the foregoing.

Section 22.3. Interest Act (Canada).Whenever a rate of interest under
this Agreement or the Notes is calculated on the basis of a year (the deemed
year) which contains fewer days than the actual number of days in the calendar
year of calculation, such rate of interest shall be expressed as a yearly rate
for the purposes of the Interest Act (Canada) by multiplying such rate of
interest by the actual number of days in the calendar year of calculation and
dividing it by the number of days in the deemed year; providedthat, whenever
interest to be paid hereunder is to be calculated on the basis of a year of 360
days consisting of twelve 30-day months, such rate of interest shall be
expressed as a yearly rate for the purposes of the Interest Act (Canada) by
multiplying such rate of interest by a fraction of which



| |                                     
| | ------------------------------------
| | (a) the numerator is the product of:



| |                                                                                               
| | ----------------------------------------------------------------------------------------------
| | (1) the actual number of days in the calendar year in which
the same is to be ascertained, and



| |                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) the sum of (i) the product of (A) 30 and (B) the number of
complete months elapsed in the relevant period and (ii) the number
of days elapsed in any incomplete month in the relevant period, and



| |                                                                                                 
| | ------------------------------------------------------------------------------------------------
| | (b) the denominator is the product of (1) 360 and (2) the number of
days in the relevant period.

Section 22.4. Normal Rates. The principle of deemed reinvestment of
interest shall not apply to any interest calculation under this Agreement or
the Notes. All interest payments to be made hereunder shall be paid without
allowance or deduction for deemed reinvestment or otherwise, before and after
demand, default and judgment. The rates of interest specified in this
Agreement and the Notes are intended to be nominal rates and not effective
rates and any interest calculated hereunder shall be calculated using the
nominal rate method and not the effective rate method of calculation.

SECTION 23. Miscellaneous.

Section 23.1. Successors and Assigns. All covenants and other agreements
contained in this Agreement by or on behalf of any of the parties hereto bind
and inure to the benefit of their respective successors and assigns (including,
without limitation, any subsequent holder of a Note) whether so expressed or
not.

Section 23.2. Payments Due on Non-Business Days. Anything in this
Agreement or the Notes to the contrary notwithstanding, any payment of
principal of or Make-Whole Amount or interest on any Note that is due on a date
other than a Business Day shall be made on the next succeeding Business Day
without including the additional days elapsed in the computation of the
interest payable on such next succeeding Business Day.

Section 23.3. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such

-38-



---



##### 



prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall (to the full extent permitted by law) not invalidate or
render unenforceable such provision in any other jurisdiction.

Section 23.4. Construction. (a) Each covenant contained herein shall be
construed (absent express provision to the contrary) as being independent of
each other covenant contained herein, so that compliance with any one covenant
shall not (absent such an express contrary provision) be deemed to excuse
compliance with any other covenant. Where any provision herein refers to
action to be taken by any Person, or which such Person is prohibited from
taking, such provision shall be applicable whether such action is taken
directly or indirectly by such Person.

(b)  Where the character or amount of any asset or liability or item of
income or expense is required to be determined or any consolidation or other
accounting computation is required to be made for the purposes of this
Agreement, the same shall be done in accordance with GAAP, to the extent
applicable, except where such principles are inconsistent with the requirements
of this Agreement.

Section 23.5. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be an original but all of which together
shall constitute one instrument. Each counterpart may consist of a number of
copies hereof, each signed by less than all, but together signed by all, of the
parties hereto.

Section 23.6. Currency. All moneys referred to in this Agreement and the
Notes shall mean money which at the time is lawful money of the United States
of America.

Section 23.7. Governing Law. This Agreement shall be construed and
enforced in accordance with, and the rights of the parties shall be governed
by, the law of the State of New York excluding choice-of-law principles of the
law of such State that would require the application of the laws of a
jurisdiction other than such State.

* * * * *

-39-



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The execution hereof by the Purchasers shall constitute a contract among
the Company and the Purchasers for the uses and purposes hereinabove set forth.

| |  |                           |  |                         |                                       | 
| |  | ------------------------- |  | ----------------------- | ------------------------------------- | 
| |  | Very truly yours,        
| |  |                           |  |                         |                                       | 
| |  | Hub International Limited
| |  |                           |  |                         |                                       | 
| |  | By                        |  | /s/ Richard A. Gulliver
| |  |                           |  |                        
| |  |                           |  | Name:                   | Richard A. Gulliver                  
| |  |                           |  |                         |                                      
| |  |                           |  | Title:                  | President and Chief Operating Officer
| |  |                           |  |                         |                                      

-40-



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##### 



The foregoing is hereby agreed
to as of the date thereof.

|                                       |  |                   |  |                             
|-------------------------------------- |  | ----------------- |  | ----------------------------
|The Travelers Insurance Company       
|                                       |  |                   |  |                             
|By                                     |  | /s/ John A. Wills
|                                       |  |                  
|                                       |  | Name:             |  | John A. Wills               
|                                       |  |                   |  |                             
|                                       |  | Title:            |  | Assistant Investment Officer
|                                       |  |                   |  |                             
|                                       |  |                   |  |                             
|The Travelers Insurance Company       
|Separate Account STFMG                
|                                       |  |                   |  |                             
|By                                     |  | /s/ John A. Wills
|                                       |  |                  
|                                       |  | Name:             |  | John A. Wills               
|                                       |  |                   |  |                             
|                                       |  | Title:            |  | Assistant Investment Officer
|                                       |  |                   |  |                             
|                                       |  |                   |  |                             
|The Travelers Insurance Company       
|Separate Account SLFMG                
|                                       |  |                   |  |                             
|By                                     |  | /s/ John A. Wills
|                                       |  |                  
|                                       |  | Name:             |  | John A. Wills               
|                                       |  |                   |  |                             
|                                       |  | Title:            |  | Assistant Investment Officer
|                                       |  |                   |  |                             
|The Travelers Life and Annuity Company
|                                       |  |                   |  |                             
|By                                     |  | /s/ John A. Wills
|                                       |  |                  
|                                       |  | Name:             |  | John A. Wills               
|                                       |  |                   |  |                             
|                                       |  | Title:            |  | Assistant Investment Officer
|                                       |  |                   |  |                             
|                                       |  |                   |  |                             
|Primerica Life Insurance Company      
|                                       |  |                   |  |                             
|By                                     |  | /s/ John A. Wills
|                                       |  |                  
|                                       |  | Name:             |  | John A. Wills               
|                                       |  |                   |  |                             
|                                       |  | Title:            |  | Assistant Investment Officer
|                                       |  |                   |  |                             

41



---



##### 



|                                           |  |                                            |  |                  
|------------------------------------------ |  | ------------------------------------------ |  | -----------------
|Connecticut General Life Insurance Company
|                                           |  |                                            |  |                  
|By                                         |  | CIGNA Investments, Inc. (authorized Agent)
|                                           |  |                                           
|By                                         |  | /s/ Debra J. Height                       
|                                           |  |                                           
|                                           |  | Name:                                      |  | Debra J. Height  
|                                           |  |                                            |  |                  
|                                           |  | Title:                                     |  | Managing Director
|                                           |  |                                            |  |                  
|                                           |  |                                            |  |                  
|CIGNA Life Insurance Company of New York  
|                                           |  |                                            |  |                  
|By                                         |  | CIGNA Investments, Inc. (authorized Agent)
|                                           |  |                                           
|By                                         |  | /s/ Debra J. Height                       
|                                           |  |                                           
|                                           |  | Name:                                      |  | Debra J. Height  
|                                           |  |                                            |  |                  
|                                           |  | Title:                                     |  | Managing Director
|                                           |  |                                            |  |                  
|                                           |  |                                            |  |                  
|Life Insurance Company Of North America   
|                                           |  |                                            |  |                  
|By                                         |  | CIGNA Investments, Inc. (authorized Agent)
|                                           |  |                                           
|By                                         |  | /s/ Debra J. Height                       
|                                           |  |                                           
|                                           |  | Name:                                      |  | Debra J. Height  
|                                           |  |                                            |  |                  
|                                           |  | Title:                                     |  | Managing Director
|                                           |  |                                            |  |                  

|                                         |  |                        |  |                   
|---------------------------------------- |  | ---------------------- |  | ------------------
|Minnesota Life Insurance Company        
|                                         |  |                        |  |                   
|By Advantus Capital Management, Inc.    
|                                         |  |                        |  |                   
|By                                       |  | /s/ Thomas B. Houghton
|                                         |  |                       
|                                         |  | Name:                  |  | Thomas B. Houghton
|                                         |  |                        |  |                   
|                                         |  | Title:                 |  | Vice President    
|                                         |  |                        |  |                   
|                                         |  |                        |  |                   
|MTL Insurance Company                   
|                                         |  |                        |  |                   
|By Advantus Capital Management, Inc.    
|                                         |  |                        |  |                   
|By                                       |  | /s/ Rose A. Lambros   
|                                         |  |                       
|                                         |  | Name:                  |  | Rose A. Lambros   
|                                         |  |                        |  |                   
|                                         |  | Title:                 |  | Vice President    
|                                         |  |                        |  |                   
|                                         |  |                        |  |                   
|By: Advantus Capital Management, Inc.    |  |                       
|                                         |  |                        |  |                   
|Security National Life Insurance Company
|                                         |  |                        |  |                   
|By Advantus Capital Management, Inc.    
|                                         |  |                        |  |                   
|By                                       |  | /s/ John Leiviska     
|                                         |  |                       
|                                         |  | Name:                  |  | John Leiviska     
|                                         |  |                        |  |                   
|                                         |  | Title:                 |  | Vice President    
|                                         |  |                        |  |                   
|                                         |  |                        |  |                   





---



##### 



|                                                  |  |    |  |                      |  |                  |  | 
|------------------------------------------------- |  | -- |  | -------------------- |  | ---------------- |  | 
|Farm Bureau Life Insurance Company of Michigan    |  |   
|                                                  |  |    |  |                      |  |                  |  | 
|By: Advantus Capital Management, Inc.             |  |   
|                                                  |  |    |  |                      |  |                  |  | 
|                                                  |  | By |  | /s/ Wayne R. Schmidt
|                                                  |  |    |  |                     
|                                                  |  |    |  | Name:                |  | Wayne R. Schmidt
|                                                  |  |    |  |                      |  |                  |  | 
|                                                  |  |    |  | Title:               |  | Vice President  
|                                                  |  |    |  |                      |  |                  |  | 
|                                                  |  |    |  |                      |  |                  |  | 
|Farm Bureau Mutual Insurance Company of Michigan  | 
|                                                  |  |    |  |                      |  |                  |  | 
|By: Advantus Capital Management, Inc.             |  |   
|                                                  |  |    |  |                      |  |                  |  | 
|                                                  |  | By |  | /s/ David Schultz   
|                                                  |  |    |  |                     
|                                                  |  |    |  | Name:                |  | David Schultz   
|                                                  |  |    |  |                      |  |                  |  | 
|                                                  |  |    |  | Title:               |  | Vice President  
|                                                  |  |    |  |                      |  |                  |  | 
|                                                  |  |    |  |                      |  |                  |  | 
|Farm Bureau General Insurance Company of Michigan | 
|                                                  |  |    |  |                      |  |                  |  | 
|By: Advantus Capital Management, Inc.             |  |   
|                                                  |  |    |  |                      |  |                  |  | 
|                                                  |  | By |  | /s/ James F. Geiger 
|                                                  |  |    |  |                     
|                                                  |  |    |  | Name:                |  | James F. Geiger 
|                                                  |  |    |  |                      |  |                  |  | 
|                                                  |  |    |  | Title:               |  | Vice President  
|                                                  |  |    |  |                      |  |                  |  | 





---



##### 



|                                      |  |    |  |                          |  |                      |  | 
|------------------------------------- |  | -- |  | ------------------------ |  | -------------------- |  | 
|American Republic Insurance Company   |  |   
|                                      |  |    |  |                          |  |                      |  | 
|By: Advantus Capital Management, Inc. |  |   
|                                      |  |    |  |                          |  |                      |  | 
|                                      |  | By |  | /s/ Joseph R. Betlej    
|                                      |  |    |  |                         
|                                      |  |    |  | Name:                    |  | Joseph R. Betlej    
|                                      |  |    |  |                          |  |                      |  | 
|                                      |  |    |  | Title:                   |  | Vice President      
|                                      |  |    |  |                          |  |                      |  | 
|                                      |  |    |  |                          |  |                      |  | 
|Great Western Insurance Company       |  |   
|                                      |  |    |  |                          |  |                      |  | 
|By: Advantus Capital Management, Inc. |  |   
|                                      |  |    |  |                          |  |                      |  | 
|                                      |  | By |  | /s/ David Land          
|                                      |  |    |  |                         
|                                      |  |    |  | Name:                    |  | David Land          
|                                      |  |    |  |                          |  |                      |  | 
|                                      |  |    |  | Title:                   |  | Vice President      
|                                      |  |    |  |                          |  |                      |  | 
|                                      |  |    |  |                          |  |                      |  | 
|American Fidelity Assurance Company   |  |   
|                                      |  |    |  |                          |  |                      |  | 
|By: Advantus Capital Management, Inc. |  |   
|                                      |  |    |  |                          |  |                      |  | 
|                                      |  | By |  | /s/ Theodore R. Hoxmeier
|                                      |  |    |  |                         
|                                      |  |    |  | Name:                    |  | Theodore R. Hoxmeier
|                                      |  |    |  |                          |  |                      |  | 
|                                      |  |    |  | Title:                   |  | Vice President      
|                                      |  |    |  |                          |  |                      |  | 

|                                |  |                      |  |                                   
|------------------------------- |  | -------------------- |  | ----------------------------------
|West American Insurance Company
|                                |  |                      |  |                                   
|By                              |  | /s/ Richard B. Kelly
|                                |  |                     
|                                |  | Name:                |  | Richard B. Kelly                  
|                                |  |                      |  |                                   
|                                |  | Title:               |  | Senior Vice President, Investments
|                                |  |                      |  |                                   





---



##### 



|                                  |  |                      |  |                            
|--------------------------------- |  | -------------------- |  | ---------------------------
|Beneficial Life Insurance Company
|                                  |  |                      |  |                            
|By:                               |  | /s/ Robert R. Dalley
|                                  |  |                     
|                                  |  | Name:                |  | Robert R. Dalley           
|                                  |  |                      |  |                            
|                                  |  | Title:               |  | Senior Vice President & CFO
|                                  |  |                      |  |