<PAGE>
                                                                   EXHIBIT 4.1


================================================================================

                               CANWEST MEDIA INC.,
                                   as Issuer,

                          the GUARANTORS named herein,

                                       and

                              THE BANK OF NEW YORK,
                                   as Trustee

                           ---------------------------

                                    INDENTURE

                            Dated as of April 3, 2003

                           ---------------------------

                          7-5/8% Senior Notes due 2013

================================================================================
<PAGE>
                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
  TIA                                                              Indenture
Section                                                             Section
-------                                                            --------
<S>                                                                <C>
310 (a)(1)....................................................       7.10
    (a)(2)....................................................       7.10
    (a)(3)....................................................       N.A.
    (a)(4)....................................................       N.A.
    (b).......................................................       7.08; 7.10; 12.02
    (b)(1)....................................................       7.10
    (b)(9)....................................................       7.10
    (c).......................................................       N.A.
311 (a).......................................................       7.11
    (b).......................................................       7.11
    (c).......................................................       N.A.
312 (a).......................................................       2.06
    (b).......................................................       12.03
    (c).......................................................       12.03
313 (a).......................................................       7.06
    (b)(1)....................................................       N.A.
    (b)(2)....................................................       7.06
    (c).......................................................       7.06; 12.02
    (d).......................................................       7.06
314 (a).......................................................       4.02; 4.04; 12.02
    (b).......................................................       N.A.
    (c)(1)....................................................       11.04; 12.05
    (c)(2)....................................................       11.04; 12.05
    (c)(3)....................................................       N.A.
    (d).......................................................       N.A.
    (e).......................................................       12.05
    (f).......................................................       N.A.
315 (a).......................................................       7.01; 7.02
    (b).......................................................       7.05; 12.02
    (c).......................................................       7.01
    (d).......................................................       6.05; 7.01; 7.02
    (e).......................................................       6.11
316 (a) (last sentence).......................................       2.10
    (a)(1)(A).................................................       6.05
    (a)(1)(B).................................................       6.04
    (a)(2)....................................................       8.02
    (b).......................................................       6.07
    (c).......................................................       8.04
317 (a)(1)....................................................       6.08
    (a)(2)....................................................       6.09
    (b).......................................................       7.12
318 (a).......................................................       12.01
</TABLE>
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
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                                                                                           ----

                                           ARTICLE 1.

                           DEFINITIONS AND INCORPORATION BY REFERENCE
<S>                                                                                        <C>
Section 1.01.  Definitions.............................................................       1
Section 1.02.  Other Definitions.......................................................      31
Section 1.03.  Incorporation by Reference of Trust Indenture Act.......................      32
Section 1.04.  Rules of Construction...................................................      33

                                           ARTICLE 2.

                                           THE NOTES

Section 2.01.  Amount of Notes.........................................................      34
Section 2.02.  Form and Dating.........................................................      34
Section 2.03.  Execution and Authentication............................................      35
Section 2.04.  Registrar and Paying Agent..............................................      36
Section 2.05.  Paying Agent To Hold Money in Trust.....................................      36
Section 2.06.  Noteholder Lists........................................................      37
Section 2.07.  Transfer and Exchange...................................................      37
Section 2.08.  Replacement Notes.......................................................      38
Section 2.09.  Outstanding Notes.......................................................      38
Section 2.10.  Treasury Notes..........................................................      39
Section 2.11.  Temporary Notes.........................................................      39
Section 2.12.  Cancellation............................................................      39
Section 2.13.  Defaulted Interest......................................................      39
Section 2.14.  CUSIP Numbers...........................................................      40
Section 2.15.  Deposit of Moneys.......................................................      40
Section 2.16.  Book-Entry Provisions for Global Notes..................................      40
Section 2.17.  Special Transfer Provisions.............................................      43
Section 2.18.  Computation of Interest.................................................      45
Section 2.19.  Issuance of Additional Notes............................................      45

                                           ARTICLE 3.

                                           REDEMPTION

Section 3.01.  Notices to Trustee......................................................      46
Section 3.02.  Selection by Trustee of Notes To Be Redeemed............................      46
Section 3.03.  Notice of Redemption....................................................      46
Section 3.04.  Effect of Notice of Redemption..........................................      47
Section 3.05.  Deposit of Redemption Price.............................................      48
</TABLE>


                                              -i-
<PAGE>
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Section 3.06.  Notes Redeemed in Part..................................................      48

                                           ARTICLE 4.

                                           COVENANTS

Section 4.01.  Payment of Notes........................................................      48
Section 4.02.  Provision of Financial Statements and Other Information.................      49
Section 4.03.  Waiver of Stay, Extension or Usury Laws.................................      50
Section 4.04.  Compliance Certificate..................................................      50
Section 4.05.  Taxes...................................................................      51
Section 4.06.  Limitation on Additional Indebtedness...................................      51
Section 4.07.  Limitation on Capital Stock of Restricted Subsidiaries..................      53
Section 4.08.  Limitation on Restricted Payments.......................................      53
Section 4.09.  Limitation on Certain Asset Sales.......................................      56
Section 4.10.  Limitation on Transactions with Affiliates..............................      59
Section 4.11.  Limitation on Liens.....................................................      61
Section 4.12.  Limitation on Conduct of Business.......................................      61
Section 4.13.  Limitation of Guarantees by Restricted Subsidiaries.....................      61
Section 4.14.  Limitation on Dividend and Other Payment Restrictions Affecting
                 Restricted Subsidiaries...............................................      62
Section 4.15.  Limitation on Sale and Lease-Back Transactions..........................      63
Section 4.16.  Limitation on Disqualified Capital Stock of Restricted
                 Subsidiaries..........................................................      64
Section 4.17.  Limitation on Creation of Subsidiaries..................................      64
Section 4.18.  Payments for Consent....................................................      64
Section 4.19.  Legal Existence.........................................................      64
Section 4.20.  Change of Control Offer.................................................      65
Section 4.21.  Maintenance of Office or Agency.........................................      67
Section 4.22.  Maintenance of Properties; Insurance; Books and Records;
                 Compliance with Law...................................................      67
Section 4.23.  Further Assurance to the Trustee........................................      68
Section 4.24.  Suspension of Certain Covenants if Securities Rated Investment
                 Grade.................................................................      68
Section 4.25.  Payment of Additional Amounts...........................................      69
Section 4.26.  Limitation on Certain Amendments to the Credit Facility.................      71

                                           ARTICLE 5.

                                     SUCCESSOR CORPORATION

Section 5.01.  Limitation on Consolidation, Merger and Sale of Assets..................      71
</TABLE>


                                             -ii-
<PAGE>
<TABLE>
<CAPTION>
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<S>                                                                                        <C>
Section 5.02.  Successor Person Substituted............................................      72

                                           ARTICLE 6.

                                     DEFAULTS AND REMEDIES

Section 6.01.  Events of Default.......................................................      73
Section 6.02.  Acceleration............................................................      75
Section 6.03.  Other Remedies..........................................................      75
Section 6.04.  Waiver of Past Defaults and Events of Default...........................      76
Section 6.05.  Control by Majority.....................................................      76
Section 6.06.  Limitation on Suits.....................................................      76
Section 6.07.  Rights of Holders To Receive Payment....................................      77
Section 6.08.  Collection Suit by Trustee..............................................      77
Section 6.09.  Trustee May File Proofs of Claim........................................      77
Section 6.10.  Priorities..............................................................      78
Section 6.11.  Undertaking for Costs...................................................      78
Section 6.12.  Restoration of Rights and Remedies......................................      78

                                           ARTICLE 7.

                                            TRUSTEE

Section 7.01.  Duties of Trustee.......................................................      79
Section 7.02.  Rights of Trustee.......................................................      80
Section 7.03.  Individual Rights of Trustee............................................      81
Section 7.04.  Trustee's Disclaimer....................................................      81
Section 7.05.  Notice of Defaults......................................................      82
Section 7.06.  Reports by Trustee to Holders...........................................      82
Section 7.07.  Compensation and Indemnity..............................................      82
Section 7.08.  Replacement of Trustee..................................................      83
Section 7.09.  Successor Trustee by Consolidation, Merger, Etc.........................      84
Section 7.10.  Eligibility; Disqualification...........................................      85
Section 7.11.  Preferential Collection of Claims Against the Issuer....................      86
Section 7.12.  Paying Agents...........................................................      86
Section 7.13.  Trustee Not To Be Appointed Receiver....................................      87
Section 7.14.  Disclosure of Names and Addresses of Holders............................      87

                                           ARTICLE 8.

                              AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 8.01.  Without Consent of Holders..............................................      88
Section 8.02.  With Consent of Holders.................................................      88
Section 8.03.  Compliance with the TIA.................................................      90
Section 8.04.  Revocation and Effect of Consents.......................................      90
Section 8.05.  Notation on or Exchange of Notes........................................      90
Section 8.06.  Trustee To Sign Amendments, etc.........................................      91
</TABLE>


                                             -iii-
<PAGE>
<TABLE>
<CAPTION>
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<S>                                                                                        <C>
                                           ARTICLE 9.

                               DISCHARGE OF INDENTURE; DEFEASANCE

Section 9.01.  Discharge of Indenture..................................................      91
Section 9.02.  Legal Defeasance........................................................      92
Section 9.03.  Covenant Defeasance.....................................................      92
Section 9.04.  Conditions to Legal Defeasance or Covenant Defeasance...................      93
Section 9.05.  Deposited Money and Government Obligations To Be Held in Trust;
                 Other Miscellaneous Provisions........................................      95
Section 9.06.  Reinstatement...........................................................      96
Section 9.07.  Moneys Held by Paying Agent.............................................      96
Section 9.08.  Moneys Held by Trustee..................................................      96

                                          ARTICLE 10.

                                           [RESERVED]

                                          ARTICLE 11.

                                       GUARANTEE OF NOTES

Section 11.01. Guarantee...............................................................      97
Section 11.02. Execution and Delivery of Guarantees....................................      99
Section 11.03. Limitation of Guarantee.................................................      99
Section 11.04. Additional Guarantors...................................................      99
Section 11.05. Release of Guarantor....................................................     100

                                          ARTICLE 12.

                                         MISCELLANEOUS

Section 12.01. TIA Controls...........................................................     100
Section 12.02. Notices................................................................     100
Section 12.03. Communications by Holders with Other Holders...........................     102
Section 12.04. Certificate and Opinion as to Conditions Precedent.....................     102
Section 12.05. Statements Required in Certificate and Opinion.........................     103
</TABLE>


                                             -iv-
<PAGE>
<TABLE>
<CAPTION>
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                                                                                           ----
<S>                                                                                        <C>
Section 12.06. Rules by Trustee and Agents............................................     103
Section 12.07. Business Days; Legal Holidays..........................................     103
Section 12.08. Governing Law..........................................................     104
Section 12.09. Agent for Service; Submission to Jurisdiction; Waiver of
                 Immunities...........................................................     104
Section 12.10. No Adverse Interpretation of Other Agreements..........................     105
Section 12.11. No Recourse Against Others.............................................     105
Section 12.12. Successors.............................................................     105
Section 12.13. Multiple Counterparts..................................................     106
Section 12.14. Table of Contents, Headings, etc.......................................     106
Section 12.15. Separability...........................................................     106
Section 12.16. Conversion of Judgment Currency........................................     106
Section 12.17. Documents in English...................................................     107
Section 12.18. Limitation of Liability................................................     108

SIGNATURES............................................................................     S-1

EXHIBITS

Exhibit A      Form of Note...........................................................     A-1
Exhibit B.     Form of Legend for Rule 144A Notes and Other Notes That
                   Are Restricted Notes...............................................     B-1
Exhibit C.     Form of Legend for Regulation S Note...................................     C-1
Exhibit D.     Form of Legend for Global Notes........................................     D-1
Exhibit E.     Form of Certificate To Be Delivered in Connection with
                   Transfers to Non-QIB Accredited Investors..........................     E-1
Exhibit F.     Form of Certificate To Be Delivered in Connection with
                   Transfers Pursuant to Regulation S.................................     F-1
Exhibit G.     Form of Guarantee......................................................     G-1
Exhibit H.     Form of Authentication Order...........................................     H-1
</TABLE>


                                              -v-
<PAGE>
            INDENTURE, dated as of April 3, 2003, among CANWEST MEDIA INC., a
corporation incorporated under the federal laws of Canada (the "Issuer"), each
of the Guarantors (as defined herein); and The Bank of New York, as trustee (the
"Trustee").

            The Issuer has duly authorized the execution and delivery of this
Indenture to provide for the issuance of (i) U.S.$200,000,000 aggregate
principal amount of the Issuer's 7-5/8% Series A Senior Notes due 2013 in the
form of Initial Notes (as defined herein) and, if and when issued, in exchange
and in substitution for, and evidencing the same continuing indebtedness as,
such Initial Notes, 7-5/8% Series B Senior Notes due 2013 in the form of
Exchange Notes (as defined herein) and (ii) if and when issued, such Additional
Notes (as defined below) that the Issuer may from time to time, on or prior to
April 3, 2008, choose to issue pursuant to this Indenture, in each case issuable
as provided in this Indenture. The Notes (as defined below) will be guaranteed
on a senior unsecured basis by each of the Guarantors. All things necessary to
make this Indenture a valid and legally binding agreement of the Issuer and the
Guarantors, in accordance with its terms, have been done, and the Issuer has
done all things necessary to make the Notes, when executed by the Issuer, when
authenticated and delivered by the Trustee hereunder and duly issued by the
Issuer, the valid and legally binding obligations of the Issuer. Each Guarantor
has done all things necessary to make its Guarantee (as defined herein), when
executed by such Guarantor, the valid and legally binding obligation of such
Guarantor.

            Each party agrees as follows for the benefit of the other parties
and for the equal and ratable benefit of Holders of the Notes:

                                   ARTICLE 1.

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. Definitions.

            "Acquired Indebtedness" of any Person means Indebtedness of any
other Person (including an Unrestricted Subsidiary) existing at the time and
continuing to exist immediately after the time such other Person becomes a
Restricted Subsidiary of such Person or is merged into or consolidated or
amalgamated with such Person or which is assumed in connection with the
acquisition of assets from such other Person and, in each case, not incurred by
such other Person in connection with, or in anticipation or contemplation of,
such other Person becoming a Restricted Subsidiary or such merger,
consolidation, amalgamation or acquisition.

            "Additional Interest" means additional interest on the Notes which
the Issuer is required to pay to the Holders pursuant to Section 4 of the
Registration Rights Agreement.
<PAGE>
                                      -2-


            "Additional Notes" means, subject to the Issuer's compliance with
Section 4.06, U.S. dollar denominated 7-5/8% Series A, Series B or any other
series of Senior Notes due 2013 issued from time to time after the Issue Date
and on or prior to April 3, 2008 pursuant to Section 2.19.

            "Adjusted Net Assets" of any Person at any date means the lesser of
the amount by which

            (1) the fair value of the property of such Person exceeds the total
      amount of liabilities, including, without limitation, contingent
      liabilities (after giving effect to all other fixed and contingent
      liabilities), of such Person, but excluding liabilities under the
      Guarantee of such Person at such date; and

            (2) the present fair salable value of the assets of such Person at
      such date exceeds the amount that will be required to pay the probable
      liability of such Person on its debts (after giving effect to all other
      fixed and contingent liabilities of such Person and after giving effect to
      any collection from any other Person in respect of the obligations of such
      Person under the Guarantee of such Person), excluding Indebtedness in
      respect of the Guarantee of such Person, as they become absolute and
      matured.

            "Affiliate" means, with respect to any specific Person, any other
Person that directly or indirectly through one or more intermediaries controls,
or is controlled by, or is under common control with, such specified Person. For
the purposes of this definition, "control" (including, with correlative
meanings, the terms "controlling," "controlled by" and "under common control
with"), as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided that, for purposes of the covenant described in
Section 4.10, beneficial ownership of at least 20% of the voting securities of a
Person, either directly or indirectly, shall be deemed to be control.

            "Agent" means any Registrar, Paying Agent or agent for service of
notices and demands.

            "Asper Group" means (i) Israel Asper ("Asper"); (ii) his spouse;
(iii) any lineal descendant of Asper (treating for this purpose, for greater
certainty, any legally adopted descendant as a lineal descendant); (iv) the
estate of any person listed in clauses (i) to (iii); (v) any trust primarily for
one or more of the lineal descendants of Asper, spouses of such lineal
descendants, Asper himself or any spouse or former spouse of Asper, provided
that one or more of the persons listed in clauses (i) to (iii) retain
dispositive control of such trust; (vi) any and all corporations which are
directly or indirectly controlled by any one or more of the foregoing; and (vii)
any charitable trust settled by any one or more of the Persons listed in clause
(i) to (iii) over which any such Person or Persons retain dispositive control;
provided that for
<PAGE>
                                      -3-


the purposes of this definition, (a) "control" of a corporation means the
ownership of, or control or direction over, voting interests with more than 50%
of the total voting power entitled (without regard to the occurrence of any
contingency) to vote in the election of the board of directors of such
corporation and the votes attached to such voting interests are sufficient, if
exercised, to elect a majority of the board of directors of such corporation,
(b) "spouse" includes a person's widow or widower, and (c) "dispositive control"
of a charitable trust means the control or direction over the payment or
transfer of trust property to beneficiaries.

            "Asset Acquisition" means (1) an Investment by the Issuer or any
Restricted Subsidiary in any other Person pursuant to which such Person shall
become a Restricted Subsidiary or any Restricted Subsidiary, or shall be merged,
consolidated or amalgamated with or into the Issuer or any Restricted
Subsidiary, or (2) the acquisition by the Issuer or any Restricted Subsidiary of
the assets of any Person (other than a Restricted Subsidiary) which constitute
all or substantially all of the assets of such Person or comprise any division
or line of business of such Person or any other properties or assets of such
Person other than in the ordinary course of business.

            "Asset Sale" means any direct or indirect sale, issuance,
conveyance, assignment, transfer, lease or other disposition, other than to the
Issuer or any of its Wholly Owned Subsidiaries or Restricted Subsidiaries that
are also Guarantors, in any single transaction or series of related transactions
of (a) any Capital Stock of or other equity interest in any Restricted
Subsidiary, or (b) any Property of the Issuer or of any Restricted Subsidiary;
provided that an Asset Sale shall not include (1) the sale, lease, conveyance,
disposition or other transfer of any Property of or Capital Stock issued by any
of TV4 Network Limited, TV3 Network Services Limited, CanWest NZ Radio Holdings
Limited, Ulster Television plc, CanWest Grenada Media Holdings Limited, SBS
Broadcasting S.A., or any of their Subsidiaries, (2) a transaction or series of
related transactions for which the Issuer and the Restricted Subsidiaries or any
of them receive aggregate consideration of less than $5.0 million, (3) the sale,
lease, conveyance, disposition or other transfer of all or substantially all of
the assets of the Issuer or any Restricted Subsidiary as permitted by Sections
4.15 and 5.01, (4) any disposition of any Cash Equivalents, (5) the sale or
other disposition of inventory in the ordinary course of business, (6) any sales
of property or equipment that has become worn out, obsolete or damaged or
otherwise unsuitable for use in connection with the business of the Issuer or
any Restricted Subsidiary, as the case may be, (7) any sale or discount of
receivables in the ordinary course of business on terms customary (when taken as
a whole) for transactions of such nature and (8) any transaction consummated in
compliance with the covenant described in Section 4.08.

            "Asset Sale Proceeds" means, with respect to any Asset Sale, (1)
cash received by the Issuer or any Restricted Subsidiary from such Asset Sale
(including cash received as consideration for the assumption of liabilities
incurred in connection with or in anticipation of such Asset Sale), after (a)
provision for all income or other taxes measured by or resulting
<PAGE>
                                      -4-

from such Asset Sale, (b) payment of all brokerage commissions, underwriting and
other fees (including legal and accounting fees) and expenses related to such
Asset Sale, (c) provision for minority interest holders in any Restricted
Subsidiary as a result of such Asset Sale, (d) repayment of any Indebtedness
that is secured with the assets sold in the Asset Sale and that is required to
be repaid, or any repayment of any Indebtedness outstanding under the Credit
Facility that the Issuer or any Restricted Subsidiary elects to repay, in
connection with such Asset Sale and (e) deduction of appropriate amounts to be
provided by the Issuer or a Restricted Subsidiary as a reserve, in accordance
with GAAP, against any liabilities associated with the assets sold or disposed
of in such Asset Sale and retained by the Issuer or a Restricted Subsidiary
after such Asset Sale, including, without limitation, pension and other
post-employment benefit liabilities and liabilities related to environmental
matters or against any indemnification obligations associated with the assets
sold or disposed of in such Asset Sale, and (2) promissory notes and other
non-cash consideration received by the Issuer or any Restricted Subsidiary from
such Asset Sale or other disposition upon the liquidation or conversion of such
notes or non-cash consideration into cash.

            "Attributable Indebtedness" means, with respect to any Sale and
Lease-Back Transaction, as at the time of determination, the greater of (1) the
fair value of the property subject to such arrangement and (2) the present value
of the total obligations of the lessee for rental payments during the remaining
term of the lease included in such Sale and Lease-Back Transaction (including
any period for which such lease has been extended) or until such lease may be
terminated by the lessee without penalty (or if terminable with a penalty, the
aforesaid present value shall include the present value of such penalty). Such
present value shall be calculated using a discount rate equal to the rate of
interest implicit in such transaction, determined in accordance with GAAP.

            "Available Asset Sale Proceeds" means, with respect to any Asset
Sale, the aggregate Asset Sale Proceeds from such Asset Sale that have not been
applied in accordance with clause (3)(a) or (3)(b), and that have not yet been
the basis for an Excess Proceeds Offer in accordance with clause (3)(c), of the
first paragraph of Section 4.09 hereof.

            "Bankruptcy Law" means the Bankruptcy and Insolvency Act (Canada) or
any other Canadian federal or provincial law relating to, or Title 11, United
States Bankruptcy Code or any similar United States federal or state law
relating to, bankruptcy, insolvency, receivership, winding-up, liquidation,
reorganization or relief of debtors or the law of any other jurisdiction
relating to bankruptcy, insolvency, receivership, winding-up, liquidation,
reorganization or relief of debtors or any amendment to, succession to or change
in any such law.

            "Board of Directors" of any Person means the board of directors,
managers, management committee or other body governing the management and
affairs of such Person.

            "Board Resolution" of any Person means a copy of a resolution
certified pursuant to an Officers' Certificate to have been duly adopted by the
Board of Directors of such
<PAGE>
                                      -5-


Person, and to be in full force and effect on the date of such certification,
and delivered to the Trustee.

            "CanWest" means CanWest Global Communications Corp., a corporation
formed under the federal laws of Canada.

            "Capital Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated and
whether or not voting) of corporate stock, membership interests, partnership
interests or any other participation, right or other interest in the nature of
an equity interest in such Person including, without limitation, Common Stock
and Preferred Stock of such Person and, with respect to the Issuer, includes any
and all obligations under the CMI Notes Indenture, regardless of whether such
obligations are reflected as liabilities or equity on a balance sheet prepared
in accordance with GAAP, or any option, warrant or other security convertible
into any of the foregoing.

            "Capitalized Lease Obligations" means with respect to any Person,
Indebtedness represented by obligations under a lease that is required to be
capitalized for financial reporting purposes in accordance with GAAP, and the
amount of such Indebtedness shall be the capitalized amount of such obligations
determined in accordance with GAAP.

            "Cash Equivalents" means (1) marketable direct obligations issued
by, or unconditionally guaranteed by, the United States or Canadian Government
or issued by any agency or instrumentality thereof and backed by the full faith
and credit of the United States or Canada, in each case maturing within one year
from the date of acquisition thereof; (2) marketable direct obligations issued
by any state of the United States of America, the District of Columbia or any
province or territory of Canada or any political subdivision of any such state,
province or territory or any agency or instrumentality thereof maturing within
one year from the date of acquisition thereof and, at the time of acquisition,
having one of the two highest ratings obtainable from either S&P or Moody's;
provided that, in the event that any such obligation is not rated by S&P or
Moody's, such obligation shall have the highest rating from Dominion Bond Rating
Service Limited; (3) commercial paper maturing no more than one year from the
date of creation thereof and, at the time of acquisition, having a rating of at
least A-1 from S&P or a rating of at least P-1 from Moody's or, with respect to
commercial paper in Canada, at least R-1 high by Dominion Bond Rating Service
Limited; (4) investments in time deposit accounts, term deposit accounts, money
market deposit accounts, certificates of deposit or bankers' acceptances
maturing within one year from the date of acquisition thereof issued by any bank
organized under the laws of the United States of America or any state thereof or
the District of Columbia or Canada or any U.S. or Canadian branch of a foreign
bank having at the date of acquisition thereof combined capital and surplus of
not less than $500.0 million; (5) repurchase obligations with a term of not more
than 30 days for underlying securities of the types described in clause (1)
above entered into with any bank meeting the qualifications specified in clause
(4) above; and (6) investments in
<PAGE>
                                      -6-


money market funds which invest substantially all their assets in securities of
the types described in any of clauses (1) through (5) above.

            "CBCA" means the Canada Business Corporations Act.

            "Change of Control" means (i) CanWest ceases to own, directly or
indirectly, all of the outstanding voting securities of the Issuer; (ii) the
Asper Group ceases to beneficially own, directly or indirectly, at least 25% of
the votes attached to CanWest's securities entitled to vote for the election of
the Board of Directors of CanWest; (iii) any Person or related group of Persons
for purposes of Section 13(d) of the Exchange Act (other than the Asper Group or
any member thereof) shall at any time be, directly or indirectly, the beneficial
owner of a greater percentage of the votes attached to CanWest's securities
entitled to vote for the election of CanWest's Board of Directors than the votes
attached to CanWest's securities entitled to vote for the election of the Board
of Directors beneficially owned, directly or indirectly, by the Asper Group;
(iv) any sale, lease, exchange or other transfer (in one transaction or a series
of related transactions) of all or substantially all of CanWest's or the
Issuer's property and assets; (v) CanWest's or the Issuer's shareholders approve
any plan or proposal for the liquidation or dissolution of CanWest or the
Issuer, as the case may be; (vi) any person shall cause, as a result of any
proxy solicitation made otherwise than by or on behalf of management, Continuing
Directors to cease to be a majority of the Board of Directors of CanWest (where
"Continuing Directors" are (x) members of the original Board of Directors or (y)
members appointed or whose nomination is approved by a majority of the
Continuing Directors or nominated at a time that the Continuing Directors form a
majority of the Board of Directors); or (vii) any other event constituting a
Change of Control under the Credit Facility (unless effectively waived by the
lenders thereunder).

            "CMI Notes Indenture" means the trust indenture, dated November 15,
2000, providing for the issuance of floating rate junior subordinated debentures
of the Issuer due November 15, 2020.

            "Common Stock" of any Person means all Capital Stock of such Person
that is generally entitled to (1) vote in the election of directors of such
Person or (2) if such Person is not a corporation, vote or otherwise participate
in the selection of the governing body, partners, managers or others that will
control the management and policies of such Person.

            "Communications Business" means the media and communications
businesses and activities related thereto, including television broadcasting and
related businesses (such as the sale of television advertising and programming
and the development, production and distribution of television and film
programming), radio broadcasting and related businesses (such as sale of radio
advertising and the production of radio programming), specialty or pay
television, print media and related businesses, cable television, electronic
media, print media, data, voice or video transmission, advertising, billboards
and transmission tower rental and sales and real property rental and sales (to
the extent that such rental and sales arise from lease or
<PAGE>
                                      -7-


sale of properties used by a Person in connection with any of the foregoing
media and communications businesses) and lending of money by the Issuer to any
Restricted Subsidiary or by CanWest Finance Inc. to the Issuer or other
Restricted Subsidiaries and including the holding of ownership interests in
Persons engaged in the foregoing.

            "Consolidated Interest Expense" means, with respect to any Person,
for any period, the aggregate amount of interest which, in conformity with GAAP,
would be set forth opposite the caption "interest expense" or any like caption
on an income statement for such Person and the Restricted Subsidiaries on a
consolidated basis (including, but not limited to, without duplication, (1)
imputed interest included in Capitalized Lease Obligations; (2) all commissions,
discounts and other fees and charges owed with respect to letters of credit and
bankers' acceptance financing; (3) the net costs associated with Hedging
Obligations; (4) amortization of other financing fees and expenses; (5) the
interest portion of any deferred payment obligation; (6) amortization of
discount or premium, if any; and (7) all other non-cash interest expense (other
than interest paid in Capital Stock (other than Disqualified Capital Stock) of
such Person and other than interest allocated to cost of sales) plus, without
duplication, all net capitalized interest for such period and all interest
incurred or paid under any guarantee of Indebtedness (including a guarantee of
principal, interest or any combination thereof) of any Person, plus the amount
of all dividends or distributions paid on Disqualified Capital Stock (other than
dividends paid or payable in shares of Capital Stock (other than Disqualified
Capital Stock) of such Person).

            "Consolidated Leverage Ratio" means, with respect to any Person, the
ratio of (1) the sum, without duplication, of the aggregate outstanding amount
of Indebtedness of such Person and the Restricted Subsidiaries as of the date of
calculation (the "Transaction Date") on a consolidated basis determined in
accordance with GAAP (after giving effect on a pro forma basis to the incurrence
or repayment of any Indebtedness of such Person or any of the Restricted
Subsidiaries giving rise to the need to make such calculation) to (2) such
Person's EBITDA for the four full fiscal quarters (the "Four Quarter Period")
ending on or prior to the Transaction Date for which financial statements are
available. For purposes of this definition, clause (2) above will be calculated
after giving effect on a pro forma basis to any Asset Sales or Asset
Acquisitions (including, without limitation, any Asset Acquisition giving rise
to the need to make such calculation as a result of such Person or one of the
Restricted Subsidiaries (including any Person who becomes a Restricted
Subsidiary as a result of the Asset Acquisition) incurring, assuming or
otherwise being liable for Acquired Indebtedness and also including any EBITDA
(provided that such EBITDA will be included only to the extent that Consolidated
Income would be includable pursuant to the definition of "Consolidated Net
Income") (including any pro forma expense and cost reductions calculated on a
basis consistent with Regulation S-X of the Exchange Act) attributable to the
assets which are the subject of the Asset Acquisition or Asset Sale during the
Four Quarter Period) occurring during the Four Quarter Period or at any time
subsequent to the last day of the Four Quarter Period and on or prior to the
Transaction Date, as if such Asset Sale or Asset Acquisition (including the
incur-
<PAGE>
                                      -8-


rence, assumption or liability for any such Acquired Indebtedness) occurred on
the first day of the Four Quarter Period. If such Person or any of the
Restricted Subsidiaries directly or indirectly guarantees Indebtedness of a
third Person, the preceding sentence will give effect to the incurrence of such
guaranteed Indebtedness as if such Person or any Restricted Subsidiary of such
Person had directly incurred or otherwise assumed such guaranteed Indebtedness.

            "Consolidated Net Income" means, with respect to any Person, for any
period, the aggregate of the Net Income of such Person and the Restricted
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided, however, that (a) (1) the equity of such Person in the Net
Income of any other Person (the "other Person") in which such Person or any of
the Restricted Subsidiaries has less than a 100% interest (which interest does
not cause the Net Income of such other Person to be consolidated into the Net
Income of such Person in accordance with GAAP) for such period shall be included
in such Person's Consolidated Net Income only to the extent of the amount of
dividends or distributions actually paid to such Person or such Restricted
Subsidiary during such period (subject, in the case of a dividend or
distribution to a Restricted Subsidiary, to the limitations contained in clause
(b) of this definition of "Consolidated Net Income"), and (2) such Person's
equity in a net loss of any such other Person (other than an Unrestricted
Subsidiary) for such period shall be included in determining such Person's
Consolidated Net Income; (b) the Net Income of any Restricted Subsidiary of such
Person that is subject to any restriction or limitation on the payment of
dividends or the making of other distributions shall be excluded to the extent
of such restriction or limitation, except that (1) subject to the limitations
contained in subclause (b)(2) of this definition of "Consolidated Net Income,"
the equity of such Person in the Net Income of any such Restricted Subsidiary
for such period shall be included in such Person's Consolidated Net Income to
the extent of dividends or distributions that could have been paid by such
Restricted Subsidiary during such period to such Person or another Restricted
Subsidiary (subject, in the case of a dividend or distribution to another
Restricted Subsidiary, to the limitations contained in this clause), and (2)
such Person's equity in a net loss of any such Restricted Subsidiary for such
period shall be included in determining such Consolidated Net Income; (c) (l)
the Net Income of any Person acquired in a pooling of interests transaction for
any period prior to the date of such acquisition, and (2) any net gain or loss
during such period resulting from an Asset Sale by such Person or any of the
Restricted Subsidiaries other than in the ordinary course of business shall be
excluded; (d) extraordinary gains and losses during such period shall be
excluded; (e) income or loss attributable to discontinued operations (including,
without limitation, operations disposed of during such period whether or not
such operations were classified as discontinued) shall be excluded; and (f) in
the case of a successor to such Person by consolidation, amalgamation or merger
or as a transferee of such Person's assets, any earnings of the successor entity
prior to such consolidation, amalgamation, merger or transfer of assets shall be
excluded.

            "Corporate Trust Office," with respect to the Trustee, means the
principal corporate trust office of the Trustee at which, at any particular
time, its corporate trust business
<PAGE>
                                      -9-


shall be administered, which office, at the date hereof, is located at 101
Barclay Street, New York, New York 10286 United States, Attn: Vanessa Mack.

            "Credit Facility" means the senior secured credit facilities
effective as of November 7, 2000 by and among the Issuer, as borrower, CanWest,
as guarantor, Canadian Imperial Bank of Commerce, as co-lead arranger, joint
book runner and syndication agent, The Bank of Nova Scotia, as co-lead arranger,
joint book runner and administrative agent, Bank of America Canada, as arranger
and documentation agent, and the other lenders party thereto, together with the
related documents thereto (including, without limitation, any guarantee
agreements and security documents), in each case as such agreements or documents
may be amended (including any amendment and restatement thereof), supplemented
or otherwise modified from time to time, including any agreement extending the
maturity of, refinancing, replacing or otherwise restructuring (including
increasing the amount of available borrowings thereunder or adding Restricted
Subsidiaries as additional borrowers or guarantors thereunder) all or any
portion of the Indebtedness under such agreement and related documents or any
successor or replacement agreement or document and whether by the same or any
other agent, lender or group of lenders.

            "Cumulative Consolidated Interest Expense" means, with respect to
any Person, as of any date of determination, Consolidated Interest Expense from
February 28, 2001 to the end of such Person's most recently ended full fiscal
quarter prior to such date, taken as a single accounting period.

            "Cumulative EBITDA" means, with respect to any Person, as of any
date of determination, the EBITDA of such Person and the Restricted Subsidiaries
from February 28, 2001 to the end of such Person's most recently ended full
fiscal quarter prior to such date, taken as a single accounting period.

            "Default" means any condition or event that is, or with the passing
of time or giving of any notice (or both) expressly required under Section 6.01
would be, an Event of Default.

            "Depositary" means, with respect to the Notes issued in the form of
one or more Global Notes, DTC or another Person designated as Depositary by the
Issuer, which Person must be a clearing agency registered under the Exchange
Act.

            "Designation Amount" means, in respect of any Restricted Subsidiary,
an amount equal to the fair market value of the Issuer's aggregate Investment in
such Restricted Subsidiary.

            "Disqualified Capital Stock" of any Person means any Capital Stock
of such Person or a Restricted Subsidiary thereof which, by its terms (or by the
terms of any security into which it is convertible or for which it is
exchangeable at the option of the holder), or
<PAGE>
                                      -10-


upon the happening of any event, matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or is redeemable at the option of the
holder thereof, in whole or in part, on or prior to the maturity date of the
Notes, for cash or securities constituting Indebtedness. Without limitation of
the foregoing, Disqualified Capital Stock shall be deemed to include any
Preferred Stock of a Person or a Restricted Subsidiary of such Person, with
respect to either of which, under the terms of such Preferred Stock, by
agreement or otherwise, such Person or Restricted Subsidiary is obligated to pay
current dividends or distributions in cash during the period prior to the
Maturity Date of the Notes; provided, however, that Preferred Stock of a Person
or any Restricted Subsidiary thereof that is issued with the benefit of
provisions requiring a change of control offer to be made for such Preferred
Stock in the event of a change of control of such Person or Restricted
Subsidiary, which provisions have substantially the same effect as the
provisions of Section 4.20, shall not be deemed to be Disqualified Capital Stock
solely by virtue of such provisions.

            "DTC" means The Depository Trust Company, a New York corporation.

            "EBITDA" means, with respect to any Person and the Restricted
Subsidiaries, for any period, an amount equal to (a) the sum of (1) the
Consolidated Net Income of such Person for such period; plus (2) the provision
for taxes for such period based on income or profits to the extent such income
or profits were included in computing such Consolidated Net Income and any
provision for taxes utilized in computing net loss under clause (1) hereof; plus
(3) the Consolidated Interest Expense of such Person; provided, however, for
purposes of this definition only, that dividends or distributions paid on
Disqualified Capital Stock shall not be included in the definition of such
Consolidated Interest Expense to the extent such dividends or distributions have
not been included in the computation of such Consolidated Net Income for such
period; plus (4) depreciation for such period on a consolidated basis for such
Person and the Restricted Subsidiaries; plus (5) amortization of intangibles for
such period on a consolidated basis for such Person and the Restricted
Subsidiaries; plus (6) any other non-cash items reducing such Consolidated Net
Income for such period (other than any non-cash items that represent accruals
of, or reserves for, cash disbursements to be made in any future accounting
period); minus (b) all non-cash items increasing such Consolidated Net Income
(other than any non-cash items that were accrued in the ordinary course of
business) for such period, and provided, however, that, for purposes of
calculating EBITDA during any fiscal quarter, income from a particular
Investment of such Person or the Restricted Subsidiaries shall be included only
(x) if cash income has been received by such Person or the Restricted
Subsidiaries with respect to such Investment during the previous four fiscal
quarters and only to the extent such cash income was received by such Person or
the Restricted Subsidiary within 90 days of first receipt of such cash
distribution in respect of such Investment by an Affiliate of such Person, or
(y) if the cash income derived from such Investment is attributable to Cash
Equivalents.
<PAGE>
                                      -11-


            "Equity Offering" means an offering by CanWest or the Issuer of
shares of its Capital Stock (however designated and whether voting or
non-voting) and any and all rights, warrants or options to acquire such Capital
Stock; provided, however, that in the case of an Equity Offering by CanWest, the
portion of the Net Proceeds necessary to redeem the Notes shall be reflected as
equity on a balance sheet prepared in accordance with GAAP.

            "Exchange Act" means the U.S. Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder.

            "Exchange Notes" means (i) the 7-5/8% Series B Senior Notes due 2013
to be issued pursuant to this Indenture in exchange and in substitution for, and
evidencing the same continuing indebtedness as, the Initial Notes in a
registered exchange offer pursuant to the Registration Rights Agreement and (ii)
Additional Notes, if any, issued in the form of 7-5/8% Series B (or other series
of) Senior Notes due 2013 to be issued in a registered exchange offer, in each
case substantially in the form of Exhibit A.

            "Exchange Rate Agency Agreement" means an exchange rate agency
agreement to be entered into by the Issuer and the Exchange Rate Agent.

            "Exchange Rate Agent" means The Bank of New York, or such other
parties who may, from time to time, become party to an Exchange Rate Agency
Agreement.

            "Existing Senior Subordinated Notes" means (i) U.S.$425,000,000
aggregate principal amount of the Issuer's 10-5/8% Senior Subordinated Notes due
2011 and (ii) Cdn.$60,724,000 aggregate principal amount of the Issuer's 10-5/8%
Senior Subordinated Notes due 2011, in each case issued under the Existing
Senior Subordinated Notes Indenture (including all Exchange Notes, Private
Exchange Notes and Additional Notes (as each such term is defined in the
Existing Senior Subordinated Notes Indenture) which are issued from time to
time, if any).

            "Existing Senior Subordinated Notes Indenture" means the indenture,
dated May 17, 2001, by and among the Issuer, as issuer, the Subsidiaries of the
Issuer who are a party thereto, as guarantors, and The Bank of New York, as
trustee, under which the Existing Senior Subordinated Notes were issued, as
amended, supplemented, exchanged or restated from time to time.

            "Existing Senior Subordinated Notes Issue Date" means May 17, 2001.

            "fair market value" means, with respect to any asset or property,
the price which could be negotiated in an arm's length, free market transaction,
for cash, between a willing seller and a willing and able buyer, neither of whom
is under undue pressure or compulsion to complete the transaction. Fair market
value shall be determined by the Board of Directors of the Issuer acting
reasonably and in good faith, whose determination shall be con-
<PAGE>
                                      -12-


clusive and shall be evidenced by a resolution of the Board of Directors of the
Issuer delivered to the Trustee.

            "Foreign Restricted Subsidiary" means a Restricted Subsidiary that
is organized and existing under the laws of a jurisdiction other than Canada,
any province or territory thereof, the United States, any state thereof or the
District of Columbia and with respect to which more than 80% of any of its
sales, earnings or assets (determined on a consolidated basis in accordance with
GAAP) are located in or generated or derived from operations located in
jurisdictions outside Canada and the United States.

            "GAAP" means generally accepted accounting principles consistently
applied as in effect in Canada on the Issue Date.

            "Government Obligations" means (a) securities that are direct
obligations of the United States of America for the payment of which its full
faith and credit are pledged or (b) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act) as custodian with respect to any such Government Obligation
or a specific payment of principal of or interest on any such Government
Obligation held by such custodian for the account of the holder of such
depository receipt; provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depository receipt from any amount received by the custodian in respect of
the Government Obligation or a specific payment of principal or interest on any
such Government Obligation held by such custodian for the account of the holder
of such depository receipt.

            "Guarantee" means the guarantee by each Guarantor of the obligations
of the Issuer with respect to the Notes.

            "Guarantor" means the issuer at any time of a Guarantee (so long as
such Guarantee remains outstanding).

            "Hedging Obligations" means, with respect to any Person, the net
payment obligations of such Person outstanding under (a) interest rate or
currency swap agreements, interest rate or currency cap agreements and interest
rate or currency collar agreements and (b) any other agreements or arrangements
entered into in order to protect such Person against fluctuations in commodity
prices, interest rates or currency exchange rates.

            "Holder" or "Noteholder" means the Person in whose name a Note is
registered on the Registrar's books.
<PAGE>
                                      -13-


            "Holding Company Notes" means the subordinated notes of Holding
Company Notes Issuer described in the Offering Memorandum.

            "Holding Company Notes Issuer" means 3815668 Canada Inc., a
corporation formed under the federal laws of Canada, all of the outstanding
voting securities of which are owned, directly or indirectly, by CanWest.

            "incur" means, with respect to any Indebtedness or other obligation
of any Person, to create, issue, incur (by conversion, exchange or otherwise),
assume, guarantee or otherwise become liable in respect of such Indebtedness or
other obligation or the recording, as required pursuant to GAAP or otherwise, of
any such Indebtedness or other obligation as a liability on the balance sheet of
such Person (and "incurrence," "incurred," "incurrable" and "incurring" shall
have meanings correlative to the foregoing); provided that a change in GAAP that
results in an obligation of such Person that exists at such time becoming
Indebtedness shall not be deemed an incurrence of such Indebtedness; provided,
further, that Indebtedness otherwise incurred by a Person before it becomes a
Restricted Subsidiary shall be deemed to have been incurred by such Person at
the time such Person becomes such a Restricted Subsidiary.

            "Indebtedness" means (without duplication), with respect to any
Person, any indebtedness at any time outstanding, secured or unsecured,
contingent or otherwise, which is for borrowed money (whether or not the
recourse of the lender is to the whole of the assets of such Person or only to a
portion thereof), or evidenced by bonds, notes, debentures or similar
instruments or representing the balance deferred and unpaid of the purchase
price of any property (excluding, without limitation, any balances that
constitute subscriber advance payments and deposits, accounts payable or trade
payables, and other accrued liabilities arising in the ordinary course of
business) if and to the extent any of the foregoing indebtedness would appear as
a liability on a balance sheet of such Person prepared in accordance with GAAP,
and shall also include, to the extent not otherwise included, (1) any
Capitalized Lease Obligations of such Person; (2) obligations secured by a Lien
to which any Property owned or held by such Person is subject, whether or not
the obligation or obligations secured thereby shall have been assumed; provided
that, for the purposes of determining the amount of Indebtedness described in
this clause, if recourse with respect to such Indebtedness is limited to such
Property, the amount of such Indebtedness shall be limited to the fair market
value for such Property; (3) guarantees of Indebtedness of other Persons which
would be included within this definition for such other Persons (whether or not
such items would appear on the balance sheet of the guarantor); (4) all
obligations for the reimbursement of any obligor on any letter of credit,
banker's acceptance or similar credit transaction; (5) Disqualified Capital
Stock of such Person or any Restricted Subsidiary thereof; (6) obligations of
any such Person under any Hedging Obligations applicable to any of the foregoing
(if and to the extent such Hedging Obligations would appear as a liability on a
balance sheet of such Person prepared in accordance with GAAP); and (7)
obligations under the CMI Notes Indenture, regardless of whether
<PAGE>
                                      -14-


such obligations are reflected as liabilities or equity on a balance sheet
prepared in accordance with GAAP; provided that if such obligations are
reflected as equity on a balance sheet in accordance with GAAP, than such
obligations shall be deemed Indebtedness only for purposes of Section 4.06 but
not for purposes of the definition of Consolidated Leverage Ratio. The amount of
Indebtedness of any Person at any date shall be the outstanding balance at such
date of all unconditional obligations as described above and, with respect to
contingent obligations, the maximum liability upon the occurrence of the
contingency giving rise to the obligation; provided that (1) the amount
outstanding at any time of any Indebtedness issued with original issue discount
is the principal amount of such Indebtedness less the remaining unamortized
portion of the original issue discount of such Indebtedness at such time as
determined in conformity with GAAP, (2) Indebtedness shall not include any
liability for federal, state, provincial, territorial, regional, municipal,
local or other taxes and (3) the amount of any Indebtedness secured by a Lien
under the terms of which the recourse of the Person to which such Indebtedness
is owed is limited to the Property secured by such Lien shall be the lesser of
(a) the amount of such Indebtedness otherwise determined in accordance with the
foregoing and (b) the fair market value, at the time of determination, of the
Property subject to such Lien. For the avoidance of doubt, guarantees of (or
obligations with respect to letters of credit supporting) Indebtedness otherwise
included in the determination of such amount shall not also be included.

            "Indenture" means this Indenture as amended, restated or
supplemented from time to time.

            "Independent Financial Advisor" means an investment banking firm of
national reputation in the United States or Canada which, in the judgment of the
majority of the disinterested members of the Board of Directors of the Issuer,
is independent and qualified to perform the task for which it is to be engaged.

            "Initial Notes" means the U.S.$200,000,000 in aggregate principal
amount of the Issuer's 7-5/8% Senior Notes due 2013 issued on the Issue Date.

            "Initial Purchasers" means Salomon Smith Barney Inc., CIBC World
Markets Corp., Scotia Capital (USA) Inc., BMO Nesbitt Burns Corp., RBC Dominion
Securities Corporation, Banc of America Securities LLC and TD Securities (USA)
Inc.

            "Institutional Accredited Investor" means an institution that is an
"accredited investor" as that term is defined in Rule 501(a)(1), (2), (3) or (7)
promulgated under the Securities Act.

            "Interest Payment Date" means the stated maturity of an installment
of interest on the Notes.
<PAGE>
                                      -15-


            "Investment Grade Rating" means a rating equal to or higher than
Baa3 (or the equivalent) and BBB- (or the equivalent) by Moody's and S&P,
respectively.

            "Investments" means, with respect to any Person, directly or
indirectly, any advance, account receivable (other than an account receivable
arising in the ordinary course of business of such Person), loan or capital
contribution to (by means of transfers of Property to others, payments for
Property or services for the account or use of others or otherwise), the
purchase of any Capital Stock, bonds, notes, debentures, partnership or joint
venture interests or other securities (other than the purchase of the Notes
pursuant to Sections 4.09 and 4.20) of, the acquisition, by purchase or
otherwise, of all or substantially all of the business or assets or stock or
other evidence of beneficial ownership of, any Person or the making of any
investment in any Person. Investments shall exclude (a) extensions of trade
credit on commercially reasonable terms in accordance with normal trade
practices of such Person and (b) the repurchase of securities of any Person by
such Person. For the purposes of Section 4.08, (1) Investments shall include and
be valued at the fair market value of the net assets of any Restricted
Subsidiary at the time that such Restricted Subsidiary is designated an
Unrestricted Subsidiary and shall exclude the fair market value of the net
assets of any Unrestricted Subsidiary at the time that such Unrestricted
Subsidiary is designated a Restricted Subsidiary and (2) the amount of any
Investment shall be the original cost of such Investment plus the cost of all
additional Investments by the Issuer or any of the Restricted Subsidiaries,
without any adjustments for increases or decreases in value, or write-ups,
write-downs or write-offs with respect to such Investment reduced by the payment
of distributions in cash or Cash Equivalents which constitute a return of
capital in connection with such Investment; provided that the aggregate of all
such reductions shall not exceed the amount of such initial Investment plus the
cost of all additional Investments; provided, further, that no such payment of
distributions or receipt of any such other amounts shall reduce the amount of
any Investment if such payment of distributions or receipt of any such amounts
would be included in Consolidated Net Income. If the Issuer or any Restricted
Subsidiary sells or otherwise disposes of any Common Stock of any direct or
indirect Restricted Subsidiary such that, after giving effect to any such sale
or disposition, such Restricted Subsidiary shall have ceased to be a Subsidiary
of the Issuer, the Issuer shall be deemed to have made an Investment on the date
of any such sale or disposition equal to the fair market value of the Common
Stock of such Restricted Subsidiary not sold or disposed of.

            "Issue Date" means April 3, 2003, the date the Initial Notes are
first issued by the Issuer and authenticated by the Trustee under this
Indenture.

            "Issuer" means the party named as such in the first paragraph of
this Indenture until a successor replaces such party pursuant to Article 5 of
this Indenture and thereafter means the successor and any other obligor on the
Notes.
<PAGE>
                                      -16-


            "Issuer Request" means any written request signed in the name of the
Issuer by the Chief Executive Officer, the President, any Vice President, the
Chief Financial Officer or the Treasurer of the Issuer and attested to by the
Secretary or any Assistant Secretary of the Issuer.

            "Lien" means, with respect to any property or assets of any Person,
any mortgage or deed of trust, pledge, hypothecation, assignment, deposit
arrangement, security interest, lien, charge, easement, encumbrance, preference,
priority, or other security agreement or preferential arrangement of any kind or
nature whatsoever on or with respect to such property or assets (including,
without limitation, any Capitalized Lease Obligation, conditional sale or other
title retention agreement having substantially the same economic effect as any
of the foregoing); provided that in no event shall an operating lease that is
not a Capitalized Lease Obligation or Sale and Lease-Back Transaction be deemed
to constitute a Lien.

            "Maturity Date" means April 15, 2013.

            "Moody's" means Moody's Investors Service, Inc. or any successor to
the rating agency business thereof.

            "Net Income" means, with respect to any Person, for any period, the
net income (loss) of such Person for such period determined in accordance with
GAAP.

            "Net Proceeds" means (a) in the case of any sale of Capital Stock by
or equity contribution to any Person, the aggregate net proceeds received by
such Person, after payment of all expenses (including, without limitation,
finders' fees, brokers' fees, attorneys' fees, accountants' fees and
consultants' fees), commissions and the like incurred in connection therewith
and net of all taxes paid or payable or as a result thereof, whether such
proceeds are in cash or in property (valued at the fair market value thereof at
the time of receipt) and (b) in the case of any exchange, exercise, conversion
or surrender of outstanding securities of any kind for or into shares of Capital
Stock of the Issuer which is not Disqualified Capital Stock, the net book value
of such outstanding securities on the date of such exchange, exercise,
conversion or surrender (plus any additional amount required to be paid by the
holder to such Person upon such exchange, exercise, conversion or surrender,
less any and all payments made to such holders in connection therewith on
account of fractional shares or otherwise and less all expenses incurred by such
Person in connection therewith).

            "New York Business Day" means any day other than a Saturday or
Sunday or a day on which banking institutions in New York City are authorized or
required by law or executive order to close.

            "Non-U.S. Person" means a person who is not a U.S. person, as
defined in Regulation S.
<PAGE>
                                      -17-


            "Notes" means the Notes and any Additional Notes, including, without
limitation, the Private Exchange Notes, if any, and the Exchange Notes, treated
as a single class of securities, as amended or supplemented from time to time in
accordance with the terms hereof, that are issued pursuant to this Indenture.
For the purposes of this Indenture, all Notes shall vote and consent together on
all matters (as to which such Notes may vote or consent) as one class and no
series of Notes will have the right to vote or consent as a separate class on
any matter.

            "Obligations" means, with respect to any Indebtedness, any
principal, premium, interest, penalties, fees, indemnifications, reimbursements,
damages and other expenses payable under the documentation governing such
Indebtedness.

            "Offering Memorandum" means the offering memorandum dated March 31,
2003 pursuant to which the Notes were initially offered.

            "Offering" means the offering of the Notes as described in the
Offering Memorandum.

            "Officer," with respect to any Person (other than the Trustee),
means the Chief Executive Officer, the President, any Vice President and the
Chief Financial Officer, the Treasurer or the Secretary of such Person, or any
other officer designated by the Board of Directors of such Person, as the case
may be.

            "Officers' Certificate" means, with respect to any Person, a
certificate signed by the Chief Executive Officer, the President or any Vice
President and the Chief Financial Officer or any Treasurer of such Person that
shall comply with applicable provisions of this Indenture and delivered to the
Trustee.

            "Opinion of Counsel" means a written opinion reasonably satisfactory
in form and substance to the Trustee from legal counsel which counsel is
reasonably acceptable to the Trustee including the statements required by
Section 12.05 and delivered to the Trustee.

            "Permitted Asset Swap" means, with respect to any Person, a
substantially concurrent exchange of assets of such Person for assets of another
Person which are useful to the business of the aforementioned Person.

            "Permitted Indebtedness" means

            (a) Indebtedness of the Issuer or any of the Restricted Subsidiaries
      arising under or in connection with the Credit Facility in an aggregate
      principal amount outstanding at any time (without duplication) not to
      exceed $3.1 billion, less any mandatory prepayment actually made
      thereunder (to the extent, in the case of payments of revolving credit
      borrowings, that the corresponding commitments have been perma-
<PAGE>
                                      -18-


      nently reduced) or scheduled payments actually made thereunder (which $3.1
      billion has been effectively reduced by operation of the preceding
      language to $2.2 billion);

            (b) Indebtedness under the Notes (other than Additional Notes)
      issued on the Issue Date, this Indenture, the Guarantees, the Existing
      Senior Subordinated Notes, the guarantees of the Existing Senior
      Subordinated Notes and the Existing Senior Subordinated Notes Indenture;

            (c) Indebtedness of the Issuer to the Holding Company Notes Issuer
      in a principal amount not to exceed $702.5 million after giving effect to
      the use of proceeds from the sale of the Notes; provided, that in no event
      shall the aggregate principal amount of all Indebtedness incurred in
      reliance on this clause (c) that is outstanding at any one time exceed the
      aggregate principal amount of Holding Company Notes outstanding at such
      time;

            (d) Indebtedness not covered by any other clause of this definition
      which is outstanding on the Issue Date and that is permitted to exist
      under the Existing Senior Subordinated Notes Indenture reduced by the
      amount of any mandatory prepayments (to the extent, in the case of
      payments of revolving credit borrowings, that the corresponding
      commitments have been permanently reduced), permanent reductions or
      scheduled payments actually made thereunder;

            (e) Indebtedness of the Issuer to any Wholly Owned Subsidiary or a
      Restricted Subsidiary that is also a Guarantor and Indebtedness of any
      Wholly Owned Subsidiary or a Restricted Subsidiary that is also a
      Guarantor to the Issuer or another Wholly Owned Subsidiary or a Restricted
      Subsidiary that is also a Guarantor, in each case subject to no Lien held
      by a Person other than the Issuer or a Wholly Owned Subsidiary or a
      Restricted Subsidiary that is also a Guarantor; provided, however, that:

                  (i) (1) if the Issuer is the obligor on such Indebtedness or
            (2) any Guarantor is the obligor on such Indebtedness, other than if
            the Indebtedness is owed to the Issuer or another Guarantor, then,
            in each case, such Indebtedness must be expressly subordinate in
            right of payment to the prior payment in full in cash of all
            obligations with respect to the Notes, in the case of the Issuer, or
            the Guarantee of such Guarantor, in the case of a Guarantor;

                  (ii) if as of any date any Person other than the Issuer or a
            Wholly Owned Subsidiary or a Restricted Subsidiary that is also a
            Guarantor is owed any such Indebtedness or if as of any date any
            Person other than the Issuer or a Wholly Owned Subsidiary or a
            Restricted Subsidiary that is also a Guarantor holds a Lien on any
            Property of the Issuer or a Wholly Owned Subsidiary or a Restricted
            Subsidiary that is also a Guarantor in respect of such Indebtedness,
<PAGE>
                                      -19-


            such date will be deemed to be the date of incurrence of
            Indebtedness not constituting Permitted Indebtedness by the issuer
            of such Indebtedness; and

                  (iii) nothing in this subclause (e) shall be construed to
            prohibit any transaction, the prohibition of which, by operation of
            this definition, would violate the "Limitation on Dividend and Other
            Payment Restrictions Affecting Restricted Subsidiaries" covenant in
            the Existing Senior Subordinated Notes Indenture or the indenture
            governing the Holding Company Notes;

            (f) Purchase Money Indebtedness and Capitalized Lease Obligations
      which Purchase Money Indebtedness and Capitalized Lease Obligations do not
      in the aggregate exceed 5% of consolidated tangible assets of the Issuer
      and the Restricted Subsidiaries as of the end of the most recent fiscal
      quarter for which consolidated financial statements are available ending
      on or prior to the date of determination;

            (g) Indebtedness under any letter of credit, bankers' acceptance or
      similar credit transaction in an amount not to exceed $10.0 million at any
      one time outstanding incurred in the ordinary course of business;

            (h) the incurrence by the Issuer or any Restricted Subsidiary of
      Hedging Obligations that are incurred in the ordinary course of business
      of the Issuer or such Restricted Subsidiary and not for speculative
      purposes; provided that, in the case of any Hedging Obligation that
      relates to

                  (1) interest rate risk, the notional principal amount of such
            Hedging Obligation does not exceed the principal amount of the
            Indebtedness to which such Hedging Obligation relates and

                  (2) currency risk, such Hedging Obligation does not increase
            the Indebtedness of the Issuer and the Restricted Subsidiaries
            outstanding other than as a result of fluctuations in foreign
            currency exchange rates or by reason of fees, indemnities and
            compensation payable thereunder;

            (i) Indebtedness of Foreign Restricted Subsidiaries in an aggregate
      principal amount which, together with all other Indebtedness of such
      Foreign Restricted Subsidiaries outstanding on the date of such
      incurrence, does not exceed $25.0 million (or the foreign currency
      denominated equivalent thereof);

            (j) Indebtedness of the Issuer or any of the Restricted Subsidiaries
      represented by surety or performance bonds or similar obligations provided
      by the Issuer or any such Restricted Subsidiary in the ordinary course of
      business;
<PAGE>
                                      -20-


            (k) Indebtedness of the Issuer or any Restricted Subsidiary arising
      from agreements providing for indemnification, adjustment of purchase
      price or similar obligations, in each case, incurred or assumed in
      connection with the disposition of any business, assets or Restricted
      Subsidiary, other than guarantees of Indebtedness incurred by any Person
      acquiring all or any portion of such business, assets or Restricted
      Subsidiary for the purpose of financing such acquisition; provided that
      the maximum assumable liability in respect of all such Indebtedness shall
      at no time exceed the gross proceeds actually received by the Issuer and
      the Restricted Subsidiaries in connection with such disposition;

            (l) Refinancing Indebtedness; and

            (m) additional Indebtedness of the Issuer or any of the Restricted
      Subsidiaries not to exceed $75.0 million in aggregate principal amount at
      any one time outstanding.

            "Permitted Investments" means Investments made on or after the Issue
Date consisting of:

            (a) Investments by the Issuer, or by a Restricted Subsidiary, in the
      Issuer, a Wholly Owned Subsidiary or a Restricted Subsidiary that is also
      a Guarantor;

            (b) Investments by the Issuer, or by a Restricted Subsidiary, in a
      Person, if as a result of such Investment (1) such Person becomes a Wholly
      Owned Subsidiary or a Restricted Subsidiary that is also a Guarantor or
      (2) such Person is merged, consolidated or amalgamated with or into, or
      transfers or conveys substantially all of its assets to, or is liquidated
      or wound up into, the Issuer, a Wholly Owned Subsidiary or a Restricted
      Subsidiary that is also a Guarantor;

            (c) Investments in cash and Cash Equivalents;

            (d) an Investment that is made by the Issuer or a Restricted
      Subsidiary in the form of any Capital Stock, bonds, notes, debentures,
      partnership or joint venture interests or other securities that are issued
      by a third party to the Issuer or such Restricted Subsidiary solely as
      partial consideration for the consummation of an Asset Sale that is
      otherwise permitted under Section 4.09;

            (e) Capital Stock, obligations, securities or other Property
      received in settlement of debts created in the ordinary course of business
      and owing to the Issuer or any Restricted Subsidiary or in satisfaction of
      judgments;

            (f) payroll, travel and similar advances made in the ordinary course
      of business for a bona fide business purpose by the Issuer or any
      Restricted Subsidiary to
<PAGE>
                                      -21-


      employees of the Issuer or any such Restricted Subsidiary, as the case may
      be; provided that such advances are for items expected at the time of such
      advances to be treated as expenses for accounting purposes;

            (g) loans or advances made in the ordinary course of business by the
      Issuer or any of the Restricted Subsidiaries to employees of the Issuer or
      any such Restricted Subsidiary in an amount not to exceed $10.0 million in
      the aggregate at any one time outstanding;

            (h) securities or other property received from another Person by the
      Issuer or any of the Restricted Subsidiaries in connection with any
      bankruptcy proceeding or by reason of a composition or readjustment of any
      debt or a reorganization of such Person or as a result of a foreclosure,
      perfection or enforcement of any Lien in exchange for evidences of
      Indebtedness, securities or other Property of such Person held by the
      Issuer or any Restricted Subsidiaries, or for other liabilities or
      obligations of such other Person to the Issuer or any of the Restricted
      Subsidiaries that were created in accordance with the terms of this
      Indenture;

            (i) lease, utility and other similar deposits made in the ordinary
      course of business;

            (j) any Investment existing on the Issue Date that is permitted to
      exist under the Existing Senior Subordinated Notes Indenture;

            (k) Hedging Obligations entered into in the ordinary course of the
      Issuer's or any Restricted Subsidiary's business and not for speculative
      purposes;

            (l) any acquisition (including by way of merger, consolidation or
      amalgamation) of assets or equity interests in exchange solely for Capital
      Stock (other than Disqualified Capital Stock) of the Issuer that otherwise
      complies with the terms of this Indenture; and

            (m) additional Investments not to exceed $75.0 million at any one
      time outstanding;

provided, that nothing in the subclauses (a) and (b) above shall be construed to
prohibit any transaction, the prohibition of which, by operation of this
definition, would violate the "Limitation on Dividend and Other Payment
Restrictions Affecting Restricted Subsidiaries" covenant in the Existing Senior
Subordinated Notes Indenture or the indenture governing the Holding Company
Notes.
<PAGE>
                                      -22-


            "Permitted Liens" means:

            (a) Liens on Property of, or any shares of Capital Stock of, or
      otherwise in respect of Acquired Indebtedness of, any Person existing at
      the time such Person becomes a Restricted Subsidiary or at the time such
      Person is merged into or amalgamated with the Issuer or any of the
      Restricted Subsidiaries; provided that such Liens (1) are not incurred in
      connection with, or in contemplation of, such Person becoming a Restricted
      Subsidiary or merging into or amalgamating with the Issuer or any of the
      Restricted Subsidiaries and (2) do not extend to or cover any Property or
      Capital Stock other than that of such Person at the time such Person
      becomes a Restricted Subsidiary or is merged into or amalgamated with the
      Issuer or any of the Restricted Subsidiaries;

            (b) Liens securing Indebtedness under the Credit Facility which
      Indebtedness is incurred pursuant to clause (a) of the definition of
      "Permitted Indebtedness";

            (c) Liens securing Refinancing Indebtedness; provided that any such
      Lien does not extend to or cover any Property, Capital Stock or
      Indebtedness other than the Property, Capital Stock or Indebtedness
      securing the Indebtedness so repurchased, redeemed, repaid, retired,
      defeased or otherwise acquired for value;

            (d) Liens in favor of the Issuer or any of the Restricted
      Subsidiaries;

            (e) Liens to secure Purchase Money Indebtedness that is otherwise
      permitted under this Indenture, provided that (1) any such Lien is created
      solely for the purpose of securing Indebtedness representing, or incurred
      to finance, refinance or refund, the cost (including sales and excise
      taxes, installation and delivery charges and other direct costs of, and
      other direct expenses paid or charged in connection with the purchase or
      construction) of such Property, (2) the principal amount of the
      Indebtedness secured by such Lien does not exceed 100% of such costs, and
      (3) such Lien does not extend to or cover any Property other than such
      item of Property and any improvements on such item;

            (f) statutory liens or landlords', carriers', warehousemen's,
      mechanics', suppliers', materialmen's, repairmen's or other like Liens
      including, without limitation, those Liens resulting from the deposit of
      cash or securities in connection with contracts, tenders or expropriation
      proceedings, or to secure workers' compensation, unemployment insurance,
      surety or appeal bonds, costs of litigation when required by law, liens
      and claims incidental and public statutory obligations arising in the
      ordinary course of business, in each case, which do not secure any
      Indebtedness and with respect to amounts that are not delinquent for more
      than 60 days or being contested diligently and in good faith by
      appropriate proceedings, if a reserve or other appropriate provision, if
      any, as shall be required in conformity with GAAP shall have been made
      therefor;
<PAGE>
                                      -23-


            (g) Liens for taxes, rates, assessments or governmental charges or
      levies that are not delinquent for more than 60 days or are being
      contested diligently and in good faith by appropriate proceedings if
      adequate reserves or other appropriate provision, if any, as shall be
      required in conformity with GAAP shall have been made therefor;

            (h) Liens securing Capitalized Lease Obligations permitted to be
      incurred under clause (f) of the definition of "Permitted Indebtedness";
      provided that such Lien does not extend to any Property other than that
      subject to the applicable underlying lease;

            (i) licenses, permits, reservations, covenants, servitudes,
      easements, rights-of-way and rights in the nature of easements (including,
      without limiting the generality of the foregoing, licenses, easements,
      rights-of-way and rights in the nature of easements for railways,
      sidewalks, public ways, sewers, drains, gas or oil pipelines, steam, gas
      and water mains or electric light and power, or telephone and telegraph or
      cable television conduits, poles, wires and cables, reservations,
      limitations, provisos and conditions expressed in any original grant from
      the Crown or other grant of real or immovable property, or any interest
      therein) and zoning, land use and building restrictions, by-laws,
      regulations and ordinances of federal, provincial, regional, state,
      municipal and other governmental authorities in respect of real property
      not interfering, individually or in the aggregate, in any material respect
      with the use of the affected real property for the ordinary conduct of the
      business of the Issuer or any of the Restricted Subsidiaries at such real
      property;

            (j) undetermined or inchoate encumbrances, rights of distress and
      charges incidental to current operations which have not at such time been
      filed or exercised, which relate to obligations not yet delinquent or if
      delinquent, the validity of which are being contested diligently and in
      good faith by appropriate proceedings if adequate reserves or other
      appropriate provision, if any, as shall be required in conformity with
      GAAP shall have been made therefor;

            (k) title defects, encroachments or irregularities in title incurred
      in the ordinary course of business which are of a minor nature and which
      individually or in the aggregate do not interfere in any material respect
      with the use of the affected real property for the ordinary conduct of the
      business of the Issuer or any of the Restricted Subsidiaries at such real
      property;

            (l) the right reserved to or vested in any governmental entity by
      the terms of any lease, license, franchise, grant or permit acquired by
      that person or by any statutory provision to terminate any such lease,
      license, franchise, grant or permit, or to require annual or other
      payments (provided that such payments are not yet delinquent) as a
      condition to the continuance thereof so long as same do not individually
      or
<PAGE>
                                      -24-


      in the aggregate interfere in any material respect with the use of the
      affected real property for the ordinary conduct of the business of the
      Issuer or any of the Restricted Subsidiaries at such real property;

            (m) subdivision agreements, site plan control agreements,
      development agreements, facilities sharing agreements, cost sharing
      agreements and other similar agreements which do not, individually or in
      the aggregate, interfere in any material respect with the use of the
      affected real property for the ordinary conduct of the business of the
      Issuer or any of the Restricted Subsidiaries at such real property;

            (n) the rights of any co-owner, tenant, occupant or licensee under
      any lease, occupancy agreement or license which do not, individually or in
      the aggregate, interfere in any material respect with the use of the
      affected real property for the ordinary conduct of the business of the
      Issuer or any of the Restricted Subsidiaries at such real property;

            (o) security given to a public utility or any governmental entity
      when required by such utility or governmental entity in connection with
      the operations of that Person in the ordinary course of its business and
      any inchoate Lien for public utility charges not due as at the Issue Date;

            (p) Liens created by a judgment of a court of competent jurisdiction
      not resulting in a Default, as long as the judgment is being contested
      diligently and in good faith by appropriate proceedings by that Person and
      in connection with such proceeding there has been secured a subsisting
      stay of execution pending such proceeding; provided that the aggregate
      amount of all such judgments (and any cash and the fair market value of
      any Property subject to such Liens) does not exceed $20.0 million at any
      time outstanding;

            (q) any interest or title of a lessor, sublessor, licensee or
      licensor under any lease or license agreement entered into in the ordinary
      course of business and permitted under this Indenture;

            (r) hypothecs reserved to landlords in relation to immovable
      property to the extent only of rental obligations owing under the lease
      agreement relating to any such immovable property and any unregistered
      Lien in favor of any lessor, licensor or permitter for rent to become due
      for other obligations or acts required under any lease permitted under
      this Indenture;

            (s) Liens and rights of setoff, combination of accounts and
      recoupments in favor of a bank imposed by law and incurred in the ordinary
      course of business on deposit accounts maintained with such bank and Cash
      Equivalents in such account;
<PAGE>
                                      -25-


            (t) Liens securing Hedging Obligations permitted to be incurred
      under clause (h) of the definition of "Permitted Indebtedness";

            (u) any unregistered leases to which (i) subsection 70(2) of the
      Registry Act, R.S.O. 1990 applies (where there is actual possession under
      a lease which has a term not exceeding seven years) and (ii) paragraph 4
      of subsection 44(l) of the Land Titles Act, R.S.O. 1999 applies (where
      there is actual possession under a lease which has a term yet to run of
      three years or less) or similar statutory provisions of any legal registry
      statute of any other relevant jurisdiction which, in each case, do not
      individually or in the aggregate, interfere in any material respect with
      the use of the property subject thereto for the conduct of the business of
      the Issuer or any of the Restricted Subsidiaries at such real property;

            (v) Liens existing on the Issue Date that are permitted to exist
      under the Existing Senior Subordinated Note Indenture;

            (w) Liens in favor of the Trustee for its benefit and the benefit of
      the Holders of the Notes;

            (x) Liens securing Indebtedness of Foreign Restricted Subsidiaries
      incurred in reliance on clause (i) of the definition of "Permitted
      Indebtedness";

            (y) other Liens securing obligations incurred in the ordinary course
      of business which obligations do not exceed $5.0 million in the aggregate
      at any one time outstanding; and

            (z) any extensions, substitutions, replacements or renewals of the
      foregoing; provided that the Liens permitted by this clause (z) shall not
      cover any additional Indebtedness or Property (other than like Property
      substituted for Property covered by such Lien).

            "Person" means any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization or government (including any agency or political
subdivision thereof).

            "Physical Notes" means Physical Notes in registered form in
substantially the form set forth in Exhibit A.

            "Preferred Stock" means any Capital Stock of a Person, however
designated, which entitles the holder thereof to a preference with respect to
dividends, distributions or liquidation proceeds of such Person over the holders
of other Capital Stock issued by such Person.
<PAGE>
                                      -26-


            "Private Exchange" shall have the meaning assigned thereto in the
Registration Rights Agreement or in a registration rights agreement executed in
connection with the issuance of Additional Notes, as applicable.

            "Private Exchange Notes" shall have the meaning assigned thereto in
the Registration Rights Agreement or in a registration rights agreement executed
in connection with the issuance of Additional Notes, as applicable.

            "Private Placement Legend" means the legend initially set forth on
the Rule 144A Notes in the form set forth in Exhibit B.

            "Property" of any Person means all types of real, personal, movable,
immovable, tangible, intangible or mixed property or other asset owned by such
Person whether or not included in the most recent consolidated balance sheet of
such Person and its Subsidiaries under GAAP.

            "Purchase Money Indebtedness" means any Indebtedness incurred in the
ordinary course of business by a Person to finance all or any part of the cost
(including the cost of construction, engineering, acquisition, installation,
development or improvement) of any Property, the principal amount of which
Indebtedness does not exceed the sum of (1) 100% of such cost and (2) reasonable
fees and expenses of such Person incurred in connection therewith.

            "Qualified Institutional Buyer" or "QIB" shall have the meaning
specified in Rule 144A promulgated under the Securities Act.

            "Rate(s) of Exchange" means the rate of exchange quoted by the Bank
of Canada at its central foreign exchange desk in its head office in Toronto,
Ontario at 12:00 noon (Toronto time) for the purchase of one currency with a
different currency, or, for purposes of Section 12.16, for purchases of the Base
Currency with the judgment currency other than the Base Currency and includes
any premiums and costs of exchange payable.

            "Rating Agencies" means S&P and Moody's, or any successors to the
respective rating agency business thereof.

            "Redemption Date" when used with respect to any Note to be redeemed
means the date fixed for such redemption pursuant to the terms of the Notes.

            "Refinancing Indebtedness" means Indebtedness that renews, replaces,
defeases, refunds, refinances or extends any Indebtedness permitted to be
incurred by the Issuer and the Restricted Subsidiaries or any of them pursuant
to the terms of this Indenture, but only to the extent that (1) if the
Indebtedness being refunded, refinanced, renewed, replaced, defeased or extended
is subordinated in right of payment to the Notes, the Refinancing Indebt-
<PAGE>
                                      -27-


edness is subordinated to the Notes to at least the same extent as the
Indebtedness being renewed, replaced, defeased, refunded, refinanced or
extended, (2) the Refinancing Indebtedness is scheduled to mature either (a) no
earlier than the Indebtedness being renewed, replaced, defeased, refunded,
refinanced or extended or (b) after the maturity date of the Notes, (3) the
portion, if any, of the Refinancing Indebtedness that is scheduled to mature on
or prior to the maturity date of the Notes has a Weighted Average Life to
Maturity at the time such Refinancing Indebtedness is incurred that is equal to
or greater than the Weighted Average Life to Maturity of the portion of the
Indebtedness being renewed, replaced, defeased, refunded, refinanced or extended
that is scheduled to mature on or prior to the maturity date of the Notes, (4)
such Refinancing Indebtedness is in an aggregate principal amount (or, if issued
with original issue discount, an aggregate issue price) that is equal to or less
than the sum of (a) the aggregate principal amount (or, if issued with original
issue discount, the aggregate accreted value) of the Indebtedness being renewed,
replaced, defeased, refunded, refinanced or extended and the amount of any
premium reasonably necessary to accomplish such refinancing, (b) the amount of
accrued and unpaid interest, if any, and premiums owed, if any, not in excess of
preexisting prepayment provisions on such Indebtedness being renewed, replaced,
defeased, refunded, refinanced or extended and (c) the amount of reasonable
fees, expenses and costs related to the incurrence of such Refinancing
Indebtedness, and (5) such Refinancing Indebtedness is incurred by the same
Person that initially incurred the Indebtedness being renewed, replaced,
defeased, refunded, refinanced or extended.

            "Registration Rights Agreement" means the Senior Notes Registration
Rights Agreement dated as of April 3, 2003 among the Issuer, the Guarantors and
the Initial Purchasers.

            "Regulation S" means Regulation S promulgated under the Securities
Act.

            "Responsible Officer" when used with respect to the Trustee, means
an officer or assistant officer assigned to the corporate trust department of
the Trustee (or any successor group of the Trustee) or any other officer of the
Trustee customarily performing functions similar to those performed by any of
the above designated officers and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.

            "Restricted Note" has the same meaning as "Restricted Security" set
forth in Rule 144(a)(3) promulgated under the Securities Act; provided that the
Trustee shall be entitled to request and conclusively rely upon an Opinion of
Counsel with respect to whether any Note is a Restricted Note.

            "Restricted Payment" means any of the following:

            (a) the declaration or payment of any dividend or any other
      distribution or payment on Capital Stock of the Issuer or any Restricted
      Subsidiary or any payment
<PAGE>
                                      -28-


      made to the direct or indirect holders (in their capacities as such) of
      Capital Stock of the Issuer or any Restricted Subsidiary (other than (x)
      dividends or distributions payable solely in Capital Stock (other than
      Disqualified Capital Stock) of the Issuer or any Restricted Subsidiary or
      in options, warrants or other rights to purchase such Capital Stock (other
      than Disqualified Capital Stock), and (y) in the case of Restricted
      Subsidiaries, dividends or distributions payable to the Issuer, a Wholly
      Owned Subsidiary or a Restricted Subsidiary that is also a Guarantor and
      pro rata dividends or distributions payable to the other holders of Common
      Stock of such Restricted Subsidiary) provided, that nothing in this
      subclause (a) shall be construed to prohibit any transaction, the
      prohibition of which, by operation of this definition, would violate the
      "Limitation on Dividend and Other Payment Restrictions Affecting
      Restricted Subsidiaries" covenant in the Existing Senior Subordinated
      Notes Indenture or the indenture governing the Holding Company Notes;

            (b) the purchase, redemption or other acquisition or retirement for
      value of any Capital Stock of the Issuer or any of the Restricted
      Subsidiaries (other than Capital Stock owned by the Issuer or a Restricted
      Subsidiary, excluding Disqualified Capital Stock) or any options, warrants
      or other rights to purchase such Capital Stock;

            (c) the making of any principal payment on, or the purchase,
      defeasance, repurchase, redemption or other acquisition or retirement for
      value, prior to any scheduled maturity, scheduled repayment or scheduled
      sinking fund payment, of any Indebtedness which is subordinated in right
      of payment to the Notes (other than subordinated Indebtedness acquired in
      anticipation of satisfying a scheduled sinking fund obligation, principal
      installment or final maturity, in each case due within one year of the
      date of acquisition);

            (d) the making of any Investment or guarantee of any Investment in
      any Person other than a Permitted Investment;

            (e) any designation of a Restricted Subsidiary as an Unrestricted
      Subsidiary on the basis of the Investment by the Issuer therein; and

            (f) forgiveness of any Indebtedness of an Affiliate of the Issuer to
      the Issuer or a Restricted Subsidiary.

            For purposes of determining the amount of any such Restricted
Payment, cash distributed or invested shall be valued at the face amount thereof
and property other than cash shall be valued at its fair market value.

            "Restricted Subsidiary" means a Subsidiary of the Issuer other than
an Unrestricted Subsidiary. The Board of Directors of the Issuer may designate
any Unrestricted Subsidiary or any Person that is to become a Subsidiary as a
Restricted Subsidiary if immediately
<PAGE>
                                      -29-


after giving effect to such action (and treating any Acquired Indebtedness as
having been incurred at the time of such action), (1) the Issuer could have
incurred at least $1.00 of additional Indebtedness (other than Permitted
Indebtedness) pursuant to Section 4.06 and (2) no default or Event of Default
shall have occurred and be continuing.

            "Rule 144A" means Rule 144A promulgated under the Securities Act.

            "Sale and Lease-Back Transaction" means any arrangement with any
Person providing for the leasing by the Issuer or any Restricted Subsidiary of
any real or tangible personal property, which property has been or is to be sold
or transferred by the Issuer or such Restricted Subsidiary to such Person in
contemplation of such leasing.

            "S&P" means Standard & Poor's Ratings Service, a division of
McGraw-Hill Companies, Inc., or any successor to the rating agency business
thereof.

            "Securities Act" means the U.S. Securities Act of 1933, as amended,
and the rules and regulations of the Commission promulgated thereunder.

            "Significant Subsidiary" means any Restricted Subsidiary which is a
"significant subsidiary" as defined in Rule 1-02(w) of Regulation S-X under the
Securities Act.

            "Subsidiary" of any specified Person means any corporation, limited
liability company, partnership, joint venture, association or other business
entity, whether now existing or hereafter organized or acquired, (1) in the case
of a corporation, of which more than 50% of the total voting power of the
Capital Stock entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, officers or trustees thereof is held by such
first-named Person or any of its Subsidiaries; or (2) in the case of a limited
liability company, partnership, joint venture, association or other business
entity, with respect to which such first-named Person or any of its Subsidiaries
has the power to direct or cause the direction of the management and policies of
such entity by contract or otherwise or if in accordance with GAAP such entity
is consolidated with the first-named Person for financial statement purposes.

            "Taxes" means any present or future tax, duty, levy, impost,
assessment or other government charge (including penalties, interest and any
other liabilities related thereto) imposed or levied by or on behalf of a Taxing
Authority.

            "Taxing Authority" means any government or any political subdivision
or territory or possession of any government or any authority or agency therein
or thereof having power to tax.

            "Taxing Jurisdiction" means any jurisdiction (or any political
subdivision or taxing authority thereof or therein) in which the Issuer or a
Guarantor, or any of such Person's
<PAGE>
                                      -30-


successors, is organized or resident for tax purposes or conducts business, or
from or through which payment is made.

            "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Section
Section 77aaa-77bbbb) as in effect on the date of this Indenture (except as
provided in Section 8.03 hereof).

            "Trust Indenture Legislation" means, at any time, the provisions of
(i) the CBCA and the regulations thereunder, (ii) the Business Corporations Act
(Ontario) and the regulations thereunder, (iii) the Company Act (British
Columbia) and the regulations thereunder and (iv) the TIA and regulations
thereunder, in each case, relating to trust indentures and the rights, duties
and obligations of trustees under trust indentures and of corporations issuing
debt obligations under trust indentures to the extent that such provisions are
at such time in force and applicable to this Indenture.

            "Trustee" means the person named as the "Trustee" in the first
paragraph of this Indenture, until a successor replaces it in accordance with
the applicable provisions of this Indenture, and thereafter "Trustee" shall
refer instead to such successor.

            "Unrestricted Subsidiary" means (1) any Subsidiary of an
Unrestricted Subsidiary and (2) any Subsidiary of the Issuer which is designated
(a "Designation") as of or after the Issue Date as an Unrestricted Subsidiary by
a resolution adopted by the Board of Directors of the Issuer; provided that a
Subsidiary may be so designated as an Unrestricted Subsidiary after the Issue
Date only if (a) such Designation is in compliance with Section 4.08; (b) no
Default or Event of Default has occurred and is continuing or results therefrom;
and (c) neither the Issuer nor any Restricted Subsidiary will at any time

            (i) provide a guarantee of, or similar credit support to, any
      Indebtedness of such Subsidiary (including any undertaking, agreement or
      instrument evidencing such Indebtedness),

            (ii) be directly or indirectly liable for any Indebtedness of such
      Subsidiary,

      or

            (iii) be directly or indirectly liable for any other Indebtedness
      which provides that the holder thereof may (upon notice, lapse of time or
      both) declare a default thereon (or cause the payment thereof to be
      accelerated or payable prior to its final scheduled maturity) upon the
      occurrence of a default with respect to any other Indebtedness that is
      Indebtedness of such Subsidiary (including any corresponding right to take
      enforcement action against such Subsidiary),
<PAGE>
                                      -31-


except (A) in the case of clause (i) or (ii) to the extent

            (x) that the Issuer or such Restricted Subsidiary could otherwise
      provide such a guarantee or incur such Indebtedness (other than as
      Permitted Indebtedness) pursuant to Section 4.06, and

            (y) the provision of such guarantee and the incurrence of such
      Indebtedness otherwise would be permitted under Section 4.08; and

(B) in the case of clause (i) or (ii) in respect of guarantees and letters of
credit existing on the Existing Senior Subordinated Notes Issue Date extended to
Unrestricted Subsidiaries or other third parties and described in the Offering
Memorandum under the heading "Description of Credit Facility and Other
Indebtedness -- Other Indebtedness."

            The Trustee shall be given prompt written notice by the Issuer of
each resolution adopted by the Board of Directors of the Issuer under this
provision, together with a copy of each such resolution adopted.

            "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (a) the then
outstanding aggregate principal amount of such Indebtedness into (b) the sum of
the total of the products obtained by multiplying (i) the amount of each then
remaining installment, sinking fund, serial maturity or other required payment
of principal, including payment at final maturity, in respect thereof, by (ii)
the number of years (calculated to the nearest one-twelfth) which will elapse
between such date and the making of such payment.

            "Wholly Owned Subsidiary" means any Restricted Subsidiary, all of
the outstanding voting securities (other than directors' qualifying shares) of
which are owned, directly or indirectly, by the Issuer.

Section 1.02. Other Definitions.

            The definitions of the following terms may be found in the sections
indicated as follows:

<TABLE>
<CAPTION>
Term                                                               Defined in Section
----                                                               ------------------
<S>                                                                <C>
"Additional Amounts".............................................          4.25
"Affiliate Transaction"..........................................          4.10
"Base Currency"..................................................          12.16
"Business Day"...................................................          12.07
"Change of Control Offer"........................................          4.20
"Change of Control Payment Date".................................          4.20
</TABLE>
<PAGE>
                                      -32-

<TABLE>
<S>                                                                        <C>
"Change of Control Purchase Price"...............................          4.20
"Clearstream"....................................................          2.16(a)
"Co-Trustee".....................................................          7.10
"Covenant Defeasance"............................................          9.03
"Custodian"......................................................          6.01
"Documentary Taxes" .............................................          4.25
"DTC Agent Members"..............................................          2.16(a)
"DTC Holders"....................................................          2.04
"Euroclear"......................................................          2.16(a)
"Event of Default"...............................................          6.01
"Excess Proceeds Offer"..........................................          4.09
"Excess Proceeds Payment Date"...................................          4.09
"Excluded Holder"................................................          4.25
"Global Notes"...................................................          2.16(a)
"Guarantor Bankruptcy Proceeding"................................          11.07
"judgment currency"..............................................          12.16
"Legal Defeasance"...............................................          9.02
"Legal Holiday"..................................................          12.07
"Other Indebtedness".............................................          4.09
"Other Notes"....................................................          2.02
"Paying Agent"...................................................          2.04
"Process Agent"..................................................          12.09
"Register".......................................................          2.04
"Registrar"......................................................          2.04
"Regulation S Global Note".......................................          2.16(a)
"Regulation S Notes".............................................          2.02
"Restricted Global Note".........................................          2.16(a)
"Restricted Period"..............................................          2.16(f)
"Rule 144A Notes"................................................          2.02
"Suspended Covenants"............................................          4.24
</TABLE>

Section 1.03.  Incorporation by Reference of Trust Indenture Act.

            Whenever this Indenture refers to a provision of the TIA, the
portion of such provision required to be incorporated herein in order for this
Indenture to be qualified under the TIA is incorporated by reference in and made
a part of this Indenture. The following TIA terms used in this Indenture have
the following meanings:

            "Commission" means the United States Securities and Exchange
Commission.

            "indenture securities" means the Notes.
<PAGE>
                                      -33-


            "indenture securityholder" means a Holder or Noteholder.

            "indenture to be qualified" means this Indenture.

            "indenture trustee" or "institutional trustee" means a Trustee.

            "obligor on the indenture securities" means the Issuer or any other
obligor on the Notes.

            All other terms used in this Indenture that are defined by the TIA,
defined in the TIA by reference to another statute or defined by Commission rule
have the meanings therein assigned to them.

Section 1.04. Rules of Construction.

            Unless the context otherwise requires:

            (1) a term has the meaning assigned to it herein, whether defined
      expressly or by reference;

            (2) an accounting term not otherwise defined has the meaning
      assigned to it in accordance with Canadian GAAP;

            (3) "or" is not exclusive;

            (4) words in the singular include the plural, and in the plural
      include the singular;

            (5) words used herein implying any gender shall apply to every
      gender;

            (6) whenever in this Indenture there is mentioned, in any context,
      principal, interest or any other amount payable under or with respect to
      any Note, such mention shall be deemed to include mention of the payment
      of Additional Interest to the extent that, in such context, Additional
      Interest is, was or would be payable in respect thereof;

            (7) "herein", "hereof" and other words of similar import refer to
      this Indenture as a whole and not to any particular Article, Section or
      other subsection; and

            (8) "U.S. Dollars," "United States Dollars," and "U.S.$" each refer
      to United States dollars, or such other money of the United States that at
      the time of payment is legal tender for payment of public and private
      debts; and "Cdn.$" and "$" each refer to Canadian Dollars, or such other
      money of Canada that at the time of payment is legal tender for payment of
      public and private debts.
<PAGE>
                                      -34-


                                   ARTICLE 2.

                                    THE NOTES

Section 2.01. Amount of Notes.

            The Trustee shall authenticate a series of Initial Notes for
original issue on the Issue Date in the aggregate principal amount of
U.S.$200,000,000 upon a written order of the Issuer substantially in the form
set forth in Exhibit H hereto. In addition, the Trustee or an authenticating
agent shall, upon receipt of a written order of the Issuer in the form of an
Officer's Certificate of the Issuer, authenticate Additional Notes in accordance
with Section 2.19; provided that the Trustee shall be entitled to receive an
Officers' Certificate and an Opinion of Counsel of the Issuer in connection with
the authentication of such Additional Notes. Such written order shall specify
the amount of Notes to be authenticated and the date on which such Notes are to
be authenticated and, in the case of an issuance of Additional Notes pursuant to
Section 2.19, such Officer's Certificate of the Issuer shall certify that such
issuance will not be prohibited by Section 4.06.

            Upon receipt of an Issuer Request and an Officers' Certificate
certifying that a registration statement relating to an exchange offer specified
in the Registration Rights Agreement is effective and that the conditions
precedent to a private exchange thereunder have been met, the Trustee shall
authenticate an additional series of Notes in an aggregate principal amount not
to exceed U.S.$200,000,000 for issuance in substitution for, and evidencing the
same continuing indebtedness as, the Initial Notes tendered for exchange
pursuant to such exchange offer registered under the Securities Act not bearing
the Private Placement Legend or pursuant to a Private Exchange. Exchange Notes
or Private Exchange Notes may have such distinctive series designations and such
changes in the form thereof as are specified in the Issuer Request referred to
in the preceding sentence.

Section 2.02. Form and Dating.

            The Notes and the Trustee's certificate of authentication with
respect thereto shall be substantially in the form set forth in Exhibit A, which
is incorporated in and forms a part of this Indenture. Any Additional Notes and
the Trustee's certificate of authentication with respect thereto shall be
substantially in the form set forth in Exhibit A. The Notes may have notations,
legends or endorsements required by law, rule or usage to which the Issuer is
subject. Without limiting the generality of the foregoing, Notes offered and
sold to Qualified Institutional Buyers in reliance on Rule 144A (the "Rule 144A
Notes") shall bear the Private Placement Legend and include the form of
assignment set forth in Exhibit B, Notes offered and sold in offshore
transactions in reliance on Regulation S ("Regulation S Notes") shall bear the
legend and include the form of assignment set forth in Exhibit C, and Notes
offered and sold to Institutional Accredited Investors in transactions exempt
from registration under
<PAGE>
                                      -35-


the Securities Act not made in reliance on Rule 144A or Regulation S ("Other
Notes") may be represented by the Restricted Global Note, or, if such an
investor may not hold an interest in the Restricted Global Note, a Physical Note
bearing the Private Placement Legend. Each Note shall be dated the date of its
authentication. Each Note shall have an executed Guarantee from each of the
Guarantors endorsed thereon substantially in the form of Exhibit G hereto.

            The terms and provisions contained in the Notes shall constitute,
and are expressly made, a part of this Indenture and, to the extent applicable,
the Issuer, any Guarantor and the Trustee, by their execution and delivery of
this Indenture, expressly agree to such terms and provisions and agree to be
bound thereby.

Section 2.03. Execution and Authentication.

            Two Officers shall sign, or one Officer shall sign and one Officer
(each of whom shall, in each case, have been duly authorized by all requisite
corporate actions) shall attest to, the Notes for the Issuer by manual or
facsimile signature.

            If an Officer whose signature is on a Note was an Officer at the
time of such execution but no longer holds that office at the time the Trustee
authenticates the Note, the Note shall be valid nevertheless, provided that such
signature may be verified by an incumbency certificate.

            No Note shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Note a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any Note
shall be conclusive evidence, and the only evidence, that such Note has been
duly authenticated and delivered hereunder. Notwithstanding the foregoing, if
any Note shall have been authenticated and delivered hereunder but never issued
and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee
for cancellation as provided in Section 2.12, for all purposes of this Indenture
such Note shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.

            The Trustee may appoint an authenticating agent reasonably
acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in
the appointment, an authenticating agent may authenticate the Notes whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with the Issuer and Affiliates of the Issuer.
Each Paying Agent is designated as an authenticating agent for purposes of this
Indenture.
<PAGE>
                                      -36-


            The Notes shall be issuable only in registered form without coupons
in denominations of U.S.$1,000 and any integral multiple thereof.

Section 2.04. Registrar and Paying Agent.

            The Issuer shall maintain an office or agency (which shall be
located in the Borough of Manhattan in The City of New York, State of New York)
where Notes may be presented for registration of transfer or for exchange (the
"Registrar"). The Registrar shall keep a register (the "Register") of the Notes
and of their transfer and exchange. The Trustee is hereby initially appointed
registrar for purposes of registering Notes and transfers of Notes as herein
provided.

            The Issuer shall also maintain an office or agency in the Borough of
Manhattan, City of New York, State of New York where Notes may be presented for
payment (the "Paying Agent"). Neither the Issuer nor any Affiliate thereof may
act as Paying Agent. The Issuer initially appoints the Trustee as the Paying
Agent.

            The Issuer may have additional co-registrars and additional paying
agents. The term "Paying Agent" includes any additional co-registrars and paying
agents, respectively.

            The Issuer shall enter into an appropriate agency agreement, which
shall incorporate the provisions of the TIA, with any Agent that is not a party
to this Indenture. The agreement shall implement the provisions of this
Indenture that relate to such Agent. The Issuer shall notify the Trustee of the
name and address of any such Agent. If the Issuer fails to maintain a Registrar
or a Paying Agent, or fails to give the foregoing notice, the Trustee shall act
as such and shall be entitled to appropriate compensation in accordance with
Section 7.07.

Section 2.05. Paying Agent To Hold Money in Trust.

            Each Paying Agent shall hold in trust for the benefit of the
Noteholders or the Trustee all money held by the Paying Agent for the payment of
principal of or premium or interest on the Notes (whether such money has been
paid to it by the Issuer or any other obligor on the Notes), and the Issuer and
the Paying Agent shall notify the Trustee in writing of any default by the
Issuer (or any other obligor on the Notes) in making any such payment. Money
held in trust by the Paying Agent need not be segregated except as required by
law and in no event shall the Paying Agent or Trustee be liable for any interest
on any money received by it hereunder. The Issuer at any time may require the
Paying Agent in writing to pay all money held by it to the Trustee and account
for any funds disbursed and the Trustee may at any time during the continuance
of any Event of Default specified in Section 6.01(1) or (2), upon written
request to the Paying Agent, require such Paying Agent to pay forthwith all
money so held by it to the Trustee and to account for any funds disbursed. Upon
making such
<PAGE>
                                      -37-


payment, the Paying Agent shall have no further liability for the money
delivered to the Trustee.

Section 2.06. Noteholder Lists.

            The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
the applicable Noteholders. If the Trustee is not the Registrar, the Issuer
shall furnish to the Trustee at least five Business Days before each Interest
Payment Date, and at such other times as the Trustee may request in writing, a
list in such form and as of such date as the Trustee may reasonably require of
the names and addresses of the Noteholders.

Section 2.07. Transfer and Exchange.

            (a) Subject to Sections 2.16 and 2.17, when Notes are presented to
the Registrar with a written request from the Holder of such Notes to register a
transfer or to exchange them for an equal principal amount of Notes of other
authorized denominations, the Registrar shall register the transfer or make the
exchange as requested if the requirements for such a transaction are met. Every
Note presented or surrendered for registration of transfer or exchange shall be
duly endorsed or be accompanied by a written instrument of transfer in form
satisfactory to the Issuer and the Registrar, duly executed by the Holder
thereof or his attorneys duly authorized in writing. To permit registrations of
transfers and exchanges, the Issuer shall issue and execute and the Trustee
shall authenticate new Notes evidencing such transfer or exchange at the
Registrar's request. No service charge shall be made to the Noteholder for any
registration of transfer or exchange. The Registrar may require from the
Noteholder payment of a sum sufficient to cover any transfer taxes or other
governmental charge that may be imposed in relation to a transfer or exchange,
but this provision shall not apply to any exchange pursuant to Section 2.11,
3.06, 4.09, 4.20 or 8.05 (in which events the Issuer shall be responsible for
the payment of such taxes). The Registrar shall not be required to exchange or
register a transfer of any Note for a period of 15 days immediately preceding
the selection of Notes to be redeemed or any Note selected for redemption.

            (b) Any Holder of a Global Note shall, by acceptance of such Global
Note, agree that transfers of the beneficial interests in such Global Note may
be effected only through a book entry system maintained by the Holder of such
Global Note (or its agent), and that ownership of a beneficial interest in the
Global Note shall be required to be reflected in a book entry.

            (c) Each Holder of a Note agrees to indemnify the Issuer and the
Trustee against any liability that may result from the transfer, exchange or
assignment of such Holder's Note in violation of any provision of this Indenture
and/or applicable U.S. securities laws.
<PAGE>
                                      -38-


            (d) Except as expressly provided herein, neither the Trustee nor any
Registrar shall have any duty to monitor the Issuer's compliance with or have
any responsibility with respect to the Issuer's compliance with any U.S.
securities laws.

Section 2.08. Replacement Notes.

            If a mutilated Note is surrendered to a Registrar or the Trustee, or
if the Holder of a Note claims that the Note has been lost, destroyed or
wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a
replacement Note if the Holder of such Note furnishes to the Issuer and the
Trustee evidence reasonably acceptable to them of the ownership and the
destruction, loss or theft of such Note and the ownership thereof. If required
by the Trustee or the Issuer, an indemnity bond shall be posted, sufficient in
the judgment of both to protect the Issuer, the Trustee or any Paying Agent from
any loss that any of them may suffer if such Note is replaced. The Issuer may
charge such Holder for the Issuer's reasonable out-of-pocket expenses in
replacing such Note (including any charges of the Trustee) and the Trustee may
charge the Issuer for the Trustee's expenses (including, without limitation,
attorneys' fees and disbursements) in replacing such Note. Every replacement
Note shall constitute an additional contractual obligation of the Issuer.

Section 2.09. Outstanding Notes.

            The Notes outstanding at any time are all Notes that have been
executed by the Issuer and authenticated by the Trustee except for (a) those
canceled by a Trustee, (b) those delivered to the Trustee for cancellation, (c)
to the extent set forth in Sections 9.01 and 9.02, on or after the date on which
the conditions set forth in Section 9.01 or 9.02 have been satisfied, those
Notes theretofore executed by the Issuer and authenticated and delivered by the
Trustee hereunder and (d) those described in this Section 2.09 as not
outstanding. Subject to Section 2.10, a Note does not cease to be outstanding
because the Issuer or one of its Affiliates holds the Note.

            If a Note is replaced pursuant to Section 2.08, it ceases to be
outstanding unless the Trustee receives written notice that the replaced Note is
held by a bona fide purchaser in whose hands such Note is a legal, valid and
binding obligation of the Issuer.

            If a Paying Agent holds, in its capacity as such, on any Maturity
Date or on any optional redemption date, money sufficient to pay all accrued
interest and principal with respect to the Notes payable on that date and is not
prohibited from paying such money to the Holders thereof pursuant to the terms
of this Indenture, then on and after that date such Notes cease to be
outstanding and interest on them ceases to accrue.
<PAGE>
                                      -39-


Section 2.10. Treasury Notes.

            In determining whether the Holders of the required principal amount
of Notes have concurred in any declaration of acceleration or notice of default
or direction, waiver or consent or any amendment, modification or other change
to this Indenture, Notes owned by the Issuer or any Affiliate of the Issuer
shall be disregarded as though they were not outstanding, except that for the
purposes of determining whether the Trustee shall be fully protected in relying
on any such declaration, notice, direction, waiver or consent or any amendment,
modification or other change to this Indenture, only Notes as to which at the
time of determination a Responsible Officer of the Trustee has received an
Officers' Certificate stating that such Notes are so owned shall be so
disregarded. Notes so owned which have been pledged in good faith shall not be
disregarded if the pledgee establishes the pledgee's right so to act with
respect to the Notes and that the pledgee is not the Issuer, any other obligor
or guarantor on the Notes or any of its Affiliates.

Section 2.11. Temporary Notes.

            Until definitive Notes are prepared and ready for delivery, the
Issuer may prepare and execute and the Trustee shall authenticate temporary
Notes. Temporary Notes shall be substantially in the form of definitive Notes
but may have variations that the Issuer considers appropriate for temporary
Notes. Without unreasonable delay, the Issuer shall prepare and execute and the
Trustee shall authenticate definitive Notes in exchange for temporary Notes.
Until such exchange, temporary Notes shall be entitled to the same rights,
benefits and privileges as definitive Notes.

Section 2.12. Cancellation.

            The Issuer at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee shall cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation and shall (subject to the
record-retention requirements of the Exchange Act) dispose of canceled Notes in
accordance with its standard disposition policies in effect at the time. The
Issuer may not reissue or resell or issue new Notes to replace Notes that the
Issuer has redeemed or paid or that have been delivered to the Trustee for
cancellation.

Section 2.13. Defaulted Interest.

            If the Issuer defaults on a payment of interest on the Notes, then
the Issuer shall pay the defaulted interest, plus (to the extent permitted by
law) any interest payable on the defaulted interest, in accordance with the
terms hereof, to the Persons who are Noteholders on a subsequent special record
date, which date shall be at least five Business Days prior to the payment date.
The Issuer shall fix such special record date and payment date and pro-
<PAGE>
                                      -40-


vide the Trustee at least 20 days written notice of the proposed amount of
defaulted interest to be paid and the special payment date and at the same time
the Issuer shall deposit with the Trustee the aggregate amount proposed to be
paid in respect of such defaulted interest. At least 15 days before such special
record date, the Issuer shall mail to each Noteholder a notice that states the
special record date, the payment date and the amount of defaulted interest, and
interest payable on defaulted interest, if any, to be paid. The Issuer may make
payment of any defaulted interest in any other lawful manner not inconsistent
with the requirements (if applicable) of any securities exchange on which the
Notes may be listed and, upon such notice as may be required by such exchange,
if, after written notice given by the Issuer to the Trustee of the proposed
payment pursuant to this sentence, such manner of payment shall be deemed
practicable by the Trustee.

Section 2.14. CUSIP Numbers.

            The Issuer in connection with the issuance of the Notes may use one
or more "CUSIP" numbers, and if so, such CUSIP numbers shall be included in
notices of redemption or exchange as a convenience to Holders; provided that any
such notice may state that no representation is made as to the correctness or
accuracy of the CUSIP numbers printed in the notice or on the Notes, and that
reliance may be placed only on the other identification numbers printed on the
Notes. The Issuer shall promptly notify the Trustee in writing of any such CUSIP
number used by the Issuer in connection with the issuance of the Notes and of
any change in the CUSIP number.

Section 2.15. Deposit of Moneys.

            Prior to 10:00 a.m., New York City time, on each Interest Payment
Date, Redemption Date, Change of Control Payment Date, Excess Proceeds Payment
Date and Maturity Date, the Issuer shall have deposited with the Paying Agent in
immediately available funds money sufficient to make cash payments, if any, due
on such Interest Payment Date, Redemption Date, Change of Control Payment Date,
Excess Proceeds Payment Date or Maturity Date, as the case may be, in a timely
manner which permits the Paying Agent or the Trustee, as applicable, to remit
payment to the Holders on such Interest Payment Date, Redemption Date, Change of
Control Payment Date, Excess Proceeds Payment Date or Maturity Date, as the case
may be. The principal and interest on Global Notes shall be payable to the
Depositary or its nominee, as the case may be, as the sole registered owner and
the sole Holder of the Global Notes represented thereby. The principal and
interest on Notes in certificated form shall be payable at the office of the
Paying Agent.

Section 2.16. Book-Entry Provisions for Global Notes.

            (a) Rule 144A Notes initially shall be represented by a note in
registered, global form without interest coupons (the "Restricted Global Note").
Regulation S Notes initially shall be represented by a note in registered,
global form without interest coupons (the
<PAGE>
                                      -41-


"Regulation S Global Note" and, together with the Restricted Global Note, the
"Global Notes"). The Global Notes shall bear a legend as set forth in Exhibit D.
The Global Notes initially shall (i) be registered in the name of DTC or the
nominee of DTC for credit to accounts of DTC Agent Members (as defined below)
(or, in the case of the Regulation S Global Note, DTC Agent Members holding for
Euroclear System ("Euroclear") and Clearstream, S.A. ("Clearstream")), (ii) be
delivered to the Trustee as custodian for DTC and (iii) bear legends as set
forth in Exhibit B with respect to the Restricted Global Note and Exhibit C with
respect to the Regulation S Global Note.

            Neither members of, nor direct or indirect participants in, DTC
("DTC Agent Members") shall have any rights under this Indenture with respect to
any Global Note held on their behalf by DTC, or the Trustee as its custodian, or
under the Global Notes, and DTC may be treated by the Issuer, the Trustee and
any agent of the Issuer or the Trustee as the absolute owner of the Global Note
for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from
giving effect to any written certification, proxy or other authorization
furnished by DTC or impair, as between DTC and DTC Agent Members, the operation
of customary practices governing the exercise of the rights of a Holder of any
Note.

            (b) Transfers of Global Notes shall be limited to transfer in whole,
but not in part, to DTC, its successors or its nominees. Interests of beneficial
owners in the Global Notes may be transferred or exchanged for Physical Notes in
accordance with the rules and procedures of DTC and the provisions of Section
2.17. In addition, a Global Note shall be exchangeable for Physical Notes if (i)
DTC (x) notifies the Issuer that it is unwilling or unable to continue as
depository for such Global Note and the Issuer thereupon fails to appoint a
successor depository or (y) has ceased to be a clearing agency registered under
the Exchange Act or otherwise ceases to be eligible to be a depositary, (ii) the
Issuer, in its sole discretion, notifies the Trustee in writing that it elects
to cause the issuance of such Physical Notes, (iii) there shall have occurred
and be continuing an Event of Default with respect to the Notes, or (iv) in the
case of the Regulation S Note held for the accounts of Euroclear and
Clearstream, Euroclear or Clearstream, as the case may be, is closed for 14
continuous days or announces an intention to cease or permanently ceases
business. In all cases, Physical Notes delivered in exchange for any Global Note
or beneficial interests therein shall be registered in the names, and issued in
any approved denominations, requested by or on behalf of DTC (in accordance with
its customary procedures).

            (c) In connection with any transfer or exchange of a portion of the
beneficial interest in any Global Note to beneficial owners pursuant to
paragraph (b), the Registrar shall (if one or more Physical Notes are to be
issued) reflect on its books and records the date and a decrease in the
principal amount of the Global Note in an amount equal to the principal amount
of the beneficial interest in the Global Note to be transferred, and the Issuer
shall exe-
<PAGE>
                                      -42-


cute, and the Trustee shall upon receipt of a written order from the Issuer
authenticate and make available for delivery, one or more Physical Notes of like
tenor and amount.

            (d) In connection with the transfer of Global Notes as an entirety
to beneficial owners pursuant to paragraph (b), the Global Notes shall be deemed
to be surrendered to the Trustee for cancellation, and the Issuer shall execute,
and the Trustee shall authenticate and deliver, to each beneficial owner
identified by DTC in writing in exchange for its beneficial interest in the
Global Notes, an equal aggregate principal amount of Physical Notes of
authorized denominations.

            (e) Any Physical Note constituting a Restricted Note delivered in
exchange for an interest in a Global Note pursuant to paragraph (b), (c) or (d)
shall, except as otherwise provided by paragraphs (a)(i)(x) and (c) of Section
2.17, bear the Private Placement Legend or, in the case of the Regulation S
Global Note, the legend set forth in Exhibit C, in each case, unless the Issuer
determines otherwise in compliance with applicable law.

            (f) On or prior to the 40th day after the later of the commencement
of the Offerings and the Issue Date (such period through and including such 40th
day, the "Restricted Period"), a beneficial interest in the Regulation S Global
Note may be held only through Euroclear and Clearstream, as indirect
participants in DTC, unless transferred to a Person who takes delivery in the
form of an interest in the Restricted Global Note only upon receipt by the
Trustee of a written certification from the transferor to the effect that such
transfer is being made (i)(a) to a Person who the transferor reasonably believes
is a Qualified Institutional Buyer in a transaction meeting the requirements of
Rule 144A or (b) pursuant to another exemption from the registration
requirements under the Securities Act which is accompanied by an Opinion of
Counsel regarding the availability of such exemption and (ii) in accordance with
all applicable securities laws of any state of the United States or any other
jurisdiction.

            (g) Beneficial interests in the Restricted Global Note may be
transferred to a Person who takes delivery in the form of an interest in the
Regulation S Global Note, whether before or after the expiration of the
Restricted Period, only if the transferor first delivers to the Trustee a
written certificate to the effect that such transfer is being made in accordance
with Rule 903 or 904 of Regulation S or Rule 144 (if available) and that, if
such transfer occurs prior to the expiration of the Restricted Period, the
interest transferred will be held immediately thereafter through Euroclear or
Clearstream.

            (h) Any beneficial interest in one of the Global Notes that is
transferred to a Person who takes delivery in the form of an interest in another
Global Note shall, upon transfer, cease to be an interest in such Global Note
and become an interest in such other Global Note and, accordingly, shall
thereafter be subject to all transfer restrictions and other procedures
applicable to beneficial interests in such other Global Note for as long as it
remains such an interest.
<PAGE>
                                      -43-


            (i) The Holder of any Global Note may grant proxies and otherwise
authorize any Person, including DTC Agent Members and Persons that may hold
interests through DTC Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Notes.

Section 2.17. Special Transfer Provisions.

            (a) Transfers to Non-QIB Institutional Accredited Investors and
Non-U.S. Persons. The following provisions shall apply with respect to the
registration of any proposed transfer of a Note constituting a Rule 144A Note to
any Institutional Accredited Investor which is not a QIB or to any Non-U.S.
Person:

            (i) the Registrar shall register the transfer of any Note
      constituting a Rule 144A Note, whether or not such Note bears the Private
      Placement Legend, if (x) the requested transfer is after April 3, 2005 or
      such other date as such Note shall be freely transferable under Rule 144
      as certified in an Officer's Certificate or (y) (1) in the case of a
      transfer to an Institutional Accredited Investor which is not a QIB
      (excluding Non-U.S. Persons), the proposed transferee has delivered to the
      Registrar a certificate substantially in the form of Exhibit E hereto or
      (2) in the case of a transfer to a Non-U.S. Person (including a QIB), the
      proposed transferor has delivered to the Registrar a certificate
      substantially in the form of Exhibit F hereto; provided that in the case
      of a transfer of a Note bearing the Private Placement Legend for a Note
      not bearing the Private Placement Legend, the Registrar has received an
      Officers' Certificate authorizing such transfer; and

            (ii) if the proposed transferor is a DTC Agent Member holding a
      beneficial interest in a Global Note, upon receipt by the Registrar of (x)
      the certificate, if any, required by paragraph (i) above and (y)
      instructions given in accordance with DTC's and the Registrar's
      procedures,

whereupon (a) the Registrar shall reflect on its books and records the date and
(if the transfer does not involve a transfer of outstanding Physical Notes) a
decrease in the principal amount of a Global Note in an amount equal to the
principal amount of the beneficial interest in a Global Note to be transferred,
and (b) the Registrar shall reflect on its books and records the date and an
increase in the principal amount of a Global Note in an amount equal to the
principal amount of the beneficial interest in the Global Note transferred or
the Issuer shall execute and the Trustee shall authenticate and make available
for delivery one or more Physical Notes of like tenor and amount.

            (b) Transfers to QIBs. The following provisions shall apply with
respect to the registration of any proposed registration of transfer of a Note
constituting a Rule 144A Note to a QIB (excluding transfers to Non-U.S.
Persons):
<PAGE>
                                      -44-

            (i) the Registrar shall register the transfer if such transfer is
      being made by a proposed transferor who has checked the box provided for
      on such Holder's Note stating, or has otherwise advised the Issuer and the
      Registrar in writing, that the sale has been made in compliance with the
      provisions of Rule 144A to a transferee who has signed the certification
      provided for on such Holder's Note stating, or has otherwise advised the
      Issuer and the Registrar in writing, that it is purchasing the Note for
      its own account or an account with respect to which it exercises sole
      investment discretion and that it and any such account is a QIB within the
      meaning of Rule 144A, and is aware that the sale to it is being made in
      reliance on Rule 144A and acknowledges that it has received such
      information regarding the Issuer as it has requested pursuant to Rule 144A
      or has determined not to request such information and that it is aware
      that the transferor is relying upon its foregoing representations in order
      to claim the exemption from registration provided by Rule 144A; and

            (ii) if the proposed transferee is a DTC Agent Member and the Notes
      to be transferred consist of Physical Notes which after transfer are to be
      evidenced by an interest in the Restricted Global Note, upon receipt by
      the Registrar of written instructions given in accordance with the DTC's
      and the Registrar's procedures, the Registrar shall reflect on its books
      and records the date and an increase in the principal amount of the Global
      Note in an amount equal to the principal amount of the Physical Notes to
      be transferred, and the Trustee shall cancel the Physical Notes so
      transferred.

            (c) Private Placement Legend. Upon the registration of transfer,
exchange or replacement of Notes not bearing the Private Placement Legend, the
Registrar shall deliver Notes that do not bear the Private Placement Legend.
Upon the registration of transfer, exchange or replacement of Notes bearing the
Private Placement Legend, the Registrar shall deliver only Notes that bear the
Private Placement Legend unless (i) it has received the Officers' Certificate
required by paragraph (a)(i)(x) of this Section 2.17, (ii) there is delivered to
the Registrar an Opinion of Counsel reasonably satisfactory to the Issuer to the
effect that neither such legend nor the related restrictions on transfer are
required in order to maintain compliance with the provisions of the Securities
Act or (iii) such Note has been sold pursuant to an effective registration
statement under the Securities Act and the Registrar has received an Officers'
Certificate from the Issuer to such effect.

            (d) General. By its acceptance of any Note bearing the Private
Placement Legend, each Holder of such Note acknowledges the restrictions on
transfer of such Note set forth in this Indenture and in the Private Placement
Legend and agrees that it will transfer such Note only as provided in this
Indenture.

            The Registrar shall retain for a period of two years copies of all
letters, notices and other written communications received pursuant to Section
2.16 or this Section 2.17. The Issuer shall have the right to inspect and make
copies of all such letters, notices or other writ-
<PAGE>
                                      -45-


ten communications at any reasonable time upon the giving of reasonable prior
written notice to the Registrar.

Section 2.18. Computation of Interest.

            Except as otherwise specified within Section 2.18, interest on the
Notes shall be computed on the basis of a 360 day year of twelve 30 day months.
For the purposes of the Interest Act (Canada), the yearly rate of interest which
is equivalent to the rate payable hereunder is the rate payable multiplied by
the actual number of days in the year and divided by 360.

Section 2.19. Issuance of Additional Notes.

            The Issuer shall be entitled to issue Additional Notes under this
Indenture which shall have substantially identical terms as the Initial Notes,
other than with respect to the date of issuance, issue price, amount of interest
payable on the first payment date applicable thereto or upon a registration
default as provided under a registration rights agreement related thereto and
terms of optional redemption, if any (and, if such Additional Notes shall be
issued in the form of Exchange Notes, other than with respect to transfer
restrictions); provided that any issuance of Additional Notes shall be on or
before April 3, 2008; provided, further, that such issuance shall be made in
compliance with Section 4.06; provided, further, that no Additional Notes may be
authenticated and delivered in an aggregate principal amount of less than
U.S.$25.0 million per issuance; provided, however, that no Additional Notes may
be issued at a price that would cause such Additional Notes to have "original
issue discount" within the meaning of Section 1273 of the Internal Revenue Code
of 1986, as amended.

            With respect to any Additional Notes, the Issuer shall set forth in
a resolution of its Board of Directors (or a duly appointed committee thereof)
and in an Officers' Certificate, a copy of each of which shall be delivered to
the Trustee, the following information:

            (1) the aggregate principal amount of Notes outstanding immediately
      prior to the issuance of such Additional Notes;

            (2) the aggregate principal amount of such Additional Notes to be
      authenticated and delivered pursuant to this Indenture;

            (3) the issue price and the issue date of such Additional Notes and
      the amount of interest payable on the first payment date applicable
      thereto; and

            (4) whether such Additional Notes shall be transfer restricted
      securities and issued in the form of Initial Notes or shall be registered
      securities issued in the form of Exchange Notes, each as set forth in the
      Exhibits hereto.
<PAGE>
                                      -46-


                                   ARTICLE 3.

                                   REDEMPTION

Section 3.01. Notices to Trustee.

            If the Issuer elects to redeem Notes pursuant to paragraph 6 or 7 of
the Notes, at least 60 days prior to the Redemption Date or such shorter period
as the Trustee may agree to (which agreement shall not unreasonably be
withheld), the Issuer shall notify the Trustee in writing of the Redemption
Date, the principal amount of Notes to be redeemed and the redemption price, and
deliver to the Trustee an Officers' Certificate stating that such redemption
will comply with the conditions contained in paragraph 6 or 7 of the Notes, as
appropriate. Notice given to the Trustee pursuant to this Section 3.01 may not
be revoked after the time that notice is given to Noteholders pursuant to
Section 3.03.

Section 3.02. Selection by Trustee of Notes To Be Redeemed.

            In the event that fewer than all of the Notes of a series (all Notes
being deemed to be a single series) are to be redeemed, the Trustee shall select
the Notes of such series to be redeemed, if such Notes are listed on a national
securities exchange, in accordance with the rules of such exchange or, if the
Notes are not so listed, either on a pro rata basis or by lot, or such other
method as it shall deem fair and equitable; provided that if a partial
redemption is made with the proceeds of an Equity Offering, selection of which
series of Notes to be redeemed shall be made by the Issuer while selection of
the Notes or portion thereof within a series for redemption shall be made by the
Trustee on a pro rata basis to the extent practical, unless such a method is
prohibited. The Trustee shall promptly notify the Issuer of the Notes selected
for redemption and, in the case of any Notes selected for partial redemption,
the principal amount thereof to be redeemed. The Trustee may select for
redemption portions of the principal of the Notes that have denominations larger
than U.S.$1,000. Notes and portions thereof the Trustee selects shall be
redeemed in amounts of U.S.$1,000 or whole integral multiples thereof. For all
purposes of this Indenture unless the context otherwise requires, provisions of
this Indenture that apply to Notes called for redemption also apply to portions
of Notes called for redemption.

Section 3.03. Notice of Redemption.

            At least 30 days, and no more than 60 days, before a Redemption
Date, the Issuer shall mail, or cause to be mailed, a notice of redemption by
first-class mail to each Holder of Notes to be redeemed at his or her last
address as the same appears on the registry books maintained by the Registrar
pursuant to Section 2.04 hereof.
<PAGE>
                                      -47-


            The notice shall identify the Notes to be redeemed and shall state:

            (1) the Redemption Date;

            (2) the redemption price and the amount of premium and accrued
      interest to be paid;

            (3) if any Note is being redeemed in part, the portion of the
      principal amount of such Note to be redeemed and that, after the
      Redemption Date and upon surrender of such Note, a new Note or Notes in
      principal amount equal to the unredeemed portion will be issued;

            (4) the name and address of the Paying Agent;

            (5) that Notes called for redemption must be surrendered to the
      Paying Agent to collect the redemption price;

            (6) that unless the Issuer defaults in making the redemption
      payment, interest on Notes (or portion thereof) called for redemption
      ceases to accrue on and after the Redemption Date;

            (7) the provision of paragraph 6 or 7 of the Notes pursuant to which
      the Notes called for redemption are being redeemed;

            (8) the aggregate principal amount of Notes that are being redeemed;

            (9) the CUSIP number, if any, printed on the Notes being redeemed;
      and

            (10) that no representation is made as to the correctness or
      accuracy of the CUSIP number, if any, listed in such notice or printed on
      the Notes.

            At the Issuer's written request made at least five Business Days
prior to the date on which notice is to be given, the Trustee shall give the
notice of redemption in the Issuer's name and at the Issuer's sole expense.

Section 3.04. Effect of Notice of Redemption.

            Once the notice of redemption described in Section 3.03 is mailed,
Notes called for redemption become due and payable on the Redemption Date and at
the redemption price, including any premium, plus interest accrued to the
Redemption Date. Upon surrender to the Paying Agent, such Notes shall be paid at
the redemption price, including any premium, plus interest accrued to the
Redemption Date, provided that if the Redemption Date is after a regular record
date and on or prior to the Interest Payment Date, the accrued interest shall be
payable to the Holder of the redeemed Notes registered on the relevant record
date; provided,
<PAGE>
                                      -48-


further, that if a Redemption Date is a Legal Holiday, payment shall be made on
the next succeeding Business Day and no interest shall accrue for the period
from such Redemption Date to such succeeding Business Day.

Section 3.05. Deposit of Redemption Price.

            On or prior to 10:00 a.m., New York City time, on each Redemption
Date, the Issuer shall deposit with the Paying Agent in immediately available
funds money sufficient to pay the redemption price of and accrued interest on
all Notes to be redeemed on that date other than Notes or portions thereof
called for redemption on that date which have been delivered by the Issuer to
the Trustee for cancellation.

            On and after any Redemption Date, if money sufficient to pay the
redemption price of and accrued interest on Notes called for redemption shall
have been made available in accordance with the preceding paragraph, the Notes
called for redemption will cease to accrue interest and the only right of the
Holders of such Notes will be to receive payment of the redemption price of and,
subject to the first proviso in Section 3.04, accrued and unpaid interest on
such Notes to the Redemption Date. If any Note surrendered for redemption shall
not be so paid because money sufficient to pay the redemption price shall not
have been made available, interest will be paid, from the Redemption Date until
such redemption payment is made, on the unpaid principal of the Note and any
interest not paid on such unpaid principal, in each case, at the rate and in the
manner provided in the Notes.

Section 3.06. Notes Redeemed in Part.

            Upon surrender of a Note that is redeemed in part, the Trustee shall
authenticate for a Holder a new Note equal in principal amount to the unredeemed
portion of the Note surrendered.

                                   ARTICLE 4.

                                    COVENANTS

Section 4.01. Payment of Notes.

            The Issuer shall pay the principal of and interest (including all
Additional Interest as provided in the Registration Rights Agreement) on the
Notes on the dates and in the manner provided in the Notes, the Registration
Rights Agreement and this Indenture. An installment of principal or interest
shall be considered paid on the date it is due if the Trustee or a Paying Agent
holds on that date money designated for and sufficient to pay such installment.
<PAGE>
                                      -49-


            The Issuer shall pay interest on overdue principal (including
post-petition interest in a proceeding under any Bankruptcy Law), and overdue
interest, to the extent lawful, at the rate specified in the Notes.

Section 4.02. Provision of Financial Statements and Other Information.

            (a) The Issuer shall furnish to the Holders, within the time periods
specified in the Commission's rules and regulations but whether or not required
by the Commission, (i) all quarterly and annual financial information that would
be required to be contained in a filing with the Commission on Forms 20-F, 40-F
and 6-K, as applicable, if the Issuer were required to file such Forms, or (ii)
so long as (A) CanWest is required to file periodic reports with the Commission
under the Exchange Act and is in compliance with such requirements and (B) the
Issuer is required to make publicly available periodic reports at least
quarterly and annually under applicable Canadian law and files such reports on
the SEDAR(R) system or any successor system, then the Issuer may, in lieu of its
obligation under clause (i) above, furnish to the Holders, within the time
periods specified in the applicable rules and regulations, all such periodic
reports so required to be made publicly available, including in the case of
either clause (i) or clause (ii), a "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and, with respect to the annual
information only, a report on the annual financial statements by the Issuer's
chartered accountants; provided that such information may be prepared in
accordance with GAAP so long as it is reconciled to generally accepted
accounting principles in the United States as permitted or required by the
Commission for foreign private issuers.

            (b) For as long as the Issuer has designated any of its Subsidiaries
as Unrestricted Subsidiaries, then the quarterly and annual financial
information required by paragraph (a) above will include a reasonably detailed
presentation, either on the face of the financial statements or in the footnotes
thereto, and in "Management's Discussion and Analysis of Financial Condition and
Results of Operations," of the financial condition and results of operations of
the Issuer and the Restricted Subsidiaries separate from the financial condition
and results of operations of the Unrestricted Subsidiaries.

            (c) In the event clause (i) of paragraph (a) applies, whether or not
required by the Commission, the Issuer shall file a copy of all of the
information and reports referred to in paragraph (a) with the Commission for
public availability within the time periods specified in the Commission's rules
and regulations (unless the Commission will not accept such a filing that does
not contain all of the information required by the Commission's rules) and make
such information available to prospective investors upon request. The Issuer
will also furnish to Holders and prospective investors upon request the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.

            (d) At the Issuer's expense, the Issuer shall cause all reports and
other information referred to in paragraphs (a), (b) and (c) above to be mailed
to the Trustee and to
<PAGE>
                                      -50-


the Noteholders at their addresses appearing in the Register within 15 days
after they file them as required.

            (e) The Issuer shall, upon request, provide to any Noteholder or any
prospective transferee of any such Noteholder any information concerning the
Issuer (including financial statements) necessary in order to permit such
Noteholder to sell or transfer Notes in compliance with Rule 144A under the
Securities Act; provided, however, that the Issuer shall not be required to
furnish such information in connection with any request made on or after the
date which is two years from the later of (i) the date such Note (or any
predecessor Note) was acquired from the Issuer or (ii) the date such Note (or
any predecessor Note) was last acquired from an "affiliate" of the Issuer within
the meaning of Rule 144 under the Securities Act.

Section 4.03. Waiver of Stay, Extension or Usury Laws.

            The Issuer covenants (to the extent that it may lawfully do so) that
it shall not at any time insist upon, or plead (as a defense or otherwise) or in
any manner whatsoever claim or take the benefit or advantage of, any stay or
extension law or any usury law or other law which would prohibit or forgive the
Issuer from paying all or any portion of the principal of, premium, if any,
and/or interest on the Notes as contemplated herein, wherever enacted, now or at
any time hereafter in force, or which may affect the covenants or the
performance of this Indenture; and (to the extent that it may lawfully do so)
the Issuer hereby expressly waives all benefit or advantage of any such law, and
covenants that it will not hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the execution of every
such power as though no such law had been enacted.

Section 4.04. Compliance Certificate.

            (a) The Issuer shall deliver to the Trustee, on or before 105 days
after the end of the Issuer's fiscal year (such fiscal year ending August 31)
and on or before 60 days after the end of each of the first, second and third
fiscal quarters in each such fiscal year, an Officers' Certificate stating that
a review of the activities of the Issuer and its Subsidiaries during such fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether the Issuer has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Issuer
has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions hereof (or, if a Default or Event of
Default shall have occurred and is continuing, describing all such Defaults or
Events of Default of which he or she may have knowledge and what action the
Issuer is taking or proposes to take with respect thereto) and that to the best
of his or her knowledge no event has occurred and remains in existence by reason
of which payments on account of the principal of or inter-
<PAGE>
                                      -51-


est, if any, on the Notes is prohibited or if such event has occurred, a
description of the event and what action the Issuer is taking or proposes to
take with respect thereto.

            (b) The annual financial statements delivered pursuant to Section
4.02 shall be accompanied by a written report addressed to the Trustee of the
Issuer's independent accountants (who shall be a firm of established national
reputation satisfactory to the Trustee) stating that in conducting their audit
of such financial statements nothing has come to their attention that would lead
them to believe that a Default or Event of Default has occurred under this
Indenture insofar as they relate to accounting matters or, if any such violation
has occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.

            (c) (i) If any Default or Event of Default has occurred and is
continuing or (ii) if any Holder seeks to exercise any remedy hereunder with
respect to a claimed default under this Indenture or the Notes, the Issuer shall
deliver to the Trustee, at its address set forth in Section 12.02 hereof, by
registered or certified mail or by telegram, telex or facsimile transmission
followed by hard copy by registered or certified mail an Officers' Certificate
specifying such Default or Event of Default, notice or other action, the status
thereof and what action the Issuer is taking or proposes to take within five
Business Days of its becoming aware of such occurrence.

            (d) The Issuer will provide written notice to the Trustee of any
change in its fiscal year.

Section 4.05. Taxes.

            The Issuer shall pay, and shall cause each of its Subsidiaries to
pay, prior to delinquency all material taxes, assessments, and governmental
levies except as contested in good faith and by appropriate proceedings.

Section 4.06. Limitation on Additional Indebtedness.

            The Issuer shall not, and shall not permit any of the Restricted
Subsidiaries to, directly or indirectly, incur any Indebtedness (including
Acquired Indebtedness); provided that, if no Default or Event of Default shall
have occurred and be continuing at the time or as a consequence of the
incurrence of such Indebtedness, the Issuer or any of the Restricted
Subsidiaries may incur Indebtedness (including Acquired Indebtedness) if after
giving effect to the incurrence of such Indebtedness and the receipt and
application of the proceeds thereof, the Issuer's Consolidated Leverage Ratio is
less than 6.25 to 1; provided, further, that in no event shall the aggregate
principal amount of all Indebtedness of the Issuer's Restricted Subsidiaries
that are not also Guarantors incurred in reliance on this paragraph, when taken
together (without duplication) with the aggregate principal amount of all
Permitted Indebted-
<PAGE>
                                      -52-


ness of the Issuer's Restricted Subsidiaries that are not also Guarantors, at
any one time outstanding exceed $50.0 million.

            Notwithstanding the foregoing, the Issuer and the Restricted
Subsidiaries may incur Permitted Indebtedness; provided that such Person will
not incur any Permitted Indebtedness that ranks junior in right of payment to
the Notes that has a maturity or mandatory sinking fund payment prior to the
maturity of the Notes; provided, further, that in no event shall the aggregate
principal amount of all Permitted Indebtedness of the Issuer's Restricted
Subsidiaries that are not also Guarantors, when taken together (without
duplication) with the aggregate principal amount of all Indebtedness of the
Issuer's Restricted Subsidiaries that are not also Guarantors incurred in
reliance on the immediately preceding paragraph, at any one time outstanding
exceed $50.0 million.

            The Issuer shall not, directly or indirectly, in any event incur any
Indebtedness that purports to be by its terms (or by the terms of any agreement
governing such Indebtedness) subordinated to any other Indebtedness of the
Issuer unless such Indebtedness is also by its terms (or on the terms of any
agreement governing such Indebtedness) subordinated to the Notes to the same
extent as such Indebtedness is subordinated to such other Indebtedness of the
Issuer.

            No Guarantor will, directly or indirectly, in any event incur any
Indebtedness that purports to be by its terms (or by the terms of any agreement
governing such Indebtedness) subordinated to any other Indebtedness of such
Guarantor unless such Indebtedness is also by its terms (or on the terms of any
agreement governing such Indebtedness) subordinated to the Guarantee of such
Guarantor to the same extent as such Indebtedness is subordinated to such other
Indebtedness of such Guarantor.

            Notwithstanding any other provision of this Section 4.06, the
accrual of interest, accretion of accreted value of discount Indebtedness and
payments of interest in the form of additional subordinated Indebtedness will
not be deemed to be an incurrence of Indebtedness for purposes of this Section
4.06, and the maximum amount of Indebtedness that the Issuer or a Restricted
Subsidiary may incur pursuant to this Section 4.06 shall not be deemed to be
exceeded solely as a result of fluctuations in the exchange rates of currencies.

            For purposes of determining compliance with this Section 4.06, in
the event that an item of Indebtedness meets the criteria of more than one of
the categories of Permitted Indebtedness or is entitled to be incurred pursuant
to the first paragraph of this Section 4.06, the Issuer shall, in its sole
discretion at the time such Indebtedness is incurred, classify, and may from
time to time reclassify, such Indebtedness (or part thereof) in any manner that
complies with this Section 4.06 and such Indebtedness (or part thereof) shall be
treated as having been incurred pursuant to only one of such clauses or pursuant
to the first paragraph hereof, and such Indebtedness may be divided and
classified in more than one of such classifications.
<PAGE>
                                      -53-


Section 4.07. Limitation on Capital Stock of Restricted Subsidiaries.

            The Issuer shall not

            (1) sell, pledge, hypothecate or otherwise convey or dispose of any
      Capital Stock of a Restricted Subsidiary (other than any such transaction
      resulting in a Lien which constitutes a Permitted Lien); or

            (2) permit any Restricted Subsidiary to issue any Capital Stock,
      unless after giving effect thereto the Issuer's percentage interest
      (direct and indirect) in the Capital Stock of such Restricted Subsidiary
      is at least equal to its percentage interest prior thereto and such
      issuance is otherwise permitted under this Indenture.

The foregoing restrictions shall not apply to an Asset Sale made in compliance
with Section 4.09 (provided that if such Asset Sale is for less than all of the
outstanding Capital Stock of any Restricted Subsidiary held by the Issuer or any
of the Restricted Subsidiaries, such Asset Sale must also comply with Section
4.08) or the issuance of Disqualified Capital Stock in compliance with Section
4.16.

Section 4.08. Limitation on Restricted Payments.

            The Issuer shall not, and shall not permit any of the Restricted
Subsidiaries to, directly or indirectly, make any Restricted Payment, unless

            (a) no Default or Event of Default shall have occurred and be
      continuing at the time of or immediately after giving effect to such
      Restricted Payment;

            (b) immediately after giving pro forma effect to such Restricted
      Payment, the Issuer could incur $1.00 of additional Indebtedness (other
      than Permitted Indebtedness) under Section 4.06; and

            (c) immediately after giving effect to such Restricted Payment, the
      aggregate of all Restricted Payments declared or made after the Existing
      Senior Subordinated Notes Issue Date does not exceed the sum of (1) 100%
      of the Issuer's Cumulative EBITDA minus 1.4 times the Issuer's Cumulative
      Consolidated Interest Expense; plus (2) 100% of the aggregate Net Proceeds
      received by the Issuer from the issue or sale after the Existing Senior
      Subordinated Notes Issue Date of Capital Stock (other than Disqualified
      Capital Stock or Capital Stock of the Issuer issued to any Subsidiary of
      the Issuer) of the Issuer or any Indebtedness or other securities of the
      Issuer convertible into or exercisable or exchangeable for Capital Stock
      (other than Disqualified Capital Stock) of the Issuer which have been so
      converted, exercised or exchanged, as the case may be; plus (3) without
      duplication of any amounts included in clause (c)(2) above, 100% of the
      aggregate Net Proceeds received by the Issuer from any equity
<PAGE>
                                      -54-


      contribution from a holder of the Issuer's Capital Stock, excluding, in
      the case of clauses (c)(2) and (3), any Net Proceeds from an Equity
      Offering to the extent used to redeem the Notes or the Existing Senior
      Subordinated Notes; plus (4) in the case of the disposition or repayment
      of any Investment constituting a Restricted Payment made after the
      Existing Senior Subordinated Notes Issue Date, an amount (to the extent
      not included in the computation of Consolidated Net Income) equal to the
      lesser of: (x) the return of capital with respect to such Investment and
      (y) the amount of such Investment which was treated as a Restricted
      Payment, in either case, less the cost of the disposition of such
      Investment; plus (5) so long as the Designation Amount thereof was treated
      as a Restricted Payment made after the Existing Senior Subordinated Notes
      Issue Date, with respect to any Unrestricted Subsidiary that has been
      redesignated as a Restricted Subsidiary after the Existing Senior
      Subordinated Notes Issue Date in accordance with the provisions of this
      Indenture, the Issuer's proportionate interest in an amount equal to the
      excess of (x) the total assets of such Subsidiary, valued on an aggregate
      basis at fair market value, over (y) the total liabilities of such
      Subsidiary, determined in accordance with GAAP (and provided that such
      amount shall not in any case exceed the Designation Amount with respect to
      such Restricted Subsidiary upon its designation). For purposes of
      determining under this clause (c) the amount expended for Restricted
      Payments, cash distributed shall be valued at the face amount thereof and
      property other than cash shall be valued at its fair market value.

            The provisions of this Section 4.08 shall not prohibit

            (1) the payment of any distribution within 60 days after the date of
      declaration thereof, if at such date of declaration such payment would
      comply with the provisions of this Indenture;

            (2) the repurchase, redemption or other acquisition or retirement of
      any shares of Capital Stock of the Issuer or Indebtedness subordinated to
      the Notes by conversion into, or by or in exchange for, shares of Capital
      Stock of the Issuer (other than Disqualified Capital Stock), or out of the
      Net Proceeds of the substantially concurrent sale (other than to a
      Subsidiary of the Issuer) of other shares of Capital Stock of the Issuer
      (other than Disqualified Capital Stock); provided, however, that any such
      Net Proceeds or the value of any Capital Stock issued in exchange for such
      shares or Indebtedness is excluded from clause (c)(2) of the preceding
      paragraph (and was not included therein at any time);

            (3) the repurchase, redemption, repayment, retirement, defeasance or
      other acquisition for value of the Existing Senior Subordinated Notes;

            (4) the repurchase, redemption, repayment, retirement, defeasance or
      other acquisition of indebtedness outstanding under the CMI Notes
      Indenture solely to the
<PAGE>
                                      -55-


      extent that such transaction is funded with the net proceeds, after
      deduction of all related fees and expenses, from the sale, lease,
      conveyance, disposition or other transfer of Property of or Capital Stock
      issued by any of TV4 Network Limited, TV3 Network Services Limited,
      CanWest NZ Radio Holdings Limited, Ulster Television plc, CanWest Grenada
      Media Holdings Limited, SBS Broadcasting S.A. or any of their
      Subsidiaries;

            (5) the repurchase, redemption, repayment, retirement, defeasance or
      other acquisition for value of Indebtedness of the Issuer subordinated to
      the Notes in exchange for, by conversion into, or out of the Net Proceeds
      of a substantially concurrent sale or incurrence of, Indebtedness of the
      Issuer (other than any Indebtedness owed to a Subsidiary) that is
      Refinancing Indebtedness;

            (6) the retirement of any shares of Disqualified Capital Stock of
      the Issuer by conversion into, or by exchange for, shares of Disqualified
      Capital Stock of the Issuer, or out of the Net Proceeds of the
      substantially concurrent sale (other than to a Subsidiary of the Issuer)
      of other shares of Disqualified Capital Stock of the Issuer; provided,
      however, that any such Net Proceeds or the value of any Capital Stock
      issued in exchange for such shares is excluded from clause (c)(2) of the
      preceding paragraph (and was not included therein at any time);

            (7) so long as no Default or Event of Default shall have occurred
      and be continuing, at the time of or immediately after giving effect to
      such payment, the repurchase, redemption, repayment, retirement,
      defeasance or other acquisition for value by the Issuer or any of the
      Restricted Subsidiaries of, or loans, advances, dividends or distributions
      to Holding Company Notes Issuer or CanWest to the extent necessary to
      enable Holding Company Notes Issuer or CanWest, as the case may be, to
      repurchase, redeem, repay, retire, defease or otherwise acquire, shares of
      Capital Stock (other than Disqualified Capital Stock) or options on such
      shares held by officers, directors or employees or former officers,
      directors or employees (or their estates or beneficiaries under their
      estates) of CanWest, the Issuer or the Restricted Subsidiaries upon the
      death, disability, retirement or termination of employment of such current
      or former officers, directors or employees pursuant to the terms of an
      employee benefit plan or any other agreement pursuant to which such shares
      of Capital Stock or options were issued; provided that the aggregate cash
      consideration paid or distributions or payments made pursuant to this
      clause (7) shall not exceed $5.0 million in any fiscal year (excluding for
      purposes of calculating such amount during any fiscal year an amount equal
      to the aggregate amount of repaid loans by the Issuer or the Restricted
      Subsidiaries incurred by directors, officers or employees to finance the
      purchase of Capital Stock (other than Disqualified Capital Stock));
<PAGE>
                                      -56-


            (8) the payment of an annual fee of up to $6.0 million, pursuant to
      the Management Services Agreement with the Ravelston Corporation Limited
      as in effect on the Existing Senior Subordinated Notes Issue Date and the
      reimbursement of reasonable expenses pursuant thereto and the payment of a
      termination fee in an aggregate amount not to exceed $45.0 million in
      connection with, but only upon, the termination of such Management
      Services Agreement;

            (9) distributions to Holding Company Notes Issuer solely for the
      purpose of enabling Holding Company Notes Issuer to pay its reasonable
      operating and administrative expenses (including professional fees and
      expenses) and franchise taxes, the amount of which distributions in any
      fiscal year will not exceed $1.0 million;

            (10) distributions to CanWest, 3815668 Canada Inc. or to former
      holders of shares of CBL, other than CanWest or its Affiliates solely for
      the purpose of redeeming securities of CanWest issued in exchange therefor
      from such former holders in an aggregate amount not to exceed the amount
      of proceeds to the Issuer from the sale of television station CKVU
      (Vancouver); and

            (11) other Restricted Payments in an amount not to exceed $75.0
      million in the aggregate;

provided that in any calculation of the aggregate amount of Restricted Payments
made subsequent to the Existing Senior Subordinated Notes Issue Date for
purposes of clause (c) of the immediately preceding paragraph, amounts expended
pursuant to clauses (1), (2) and (3) shall be included in such calculation.

Section 4.09. Limitation on Certain Asset Sales.

            The Issuer shall not, and shall not permit any of the Restricted
Subsidiaries to, consummate an Asset Sale unless

            (1) the Issuer or such Restricted Subsidiary, as the case may be,
      receives consideration at the time of such sale or other disposition at
      least equal to the fair market value of the assets sold or otherwise
      disposed of;

            (2) not less than 75% of the consideration received by the Issuer or
      such Restricted Subsidiary, as the case may be, is in the form of cash or
      Cash Equivalents except to the extent such Asset Sale constitutes a
      Permitted Asset Swap; provided, however, that the amount of any (a)
      Indebtedness of the Issuer or any Restricted Subsidiary that is actually
      assumed by the transferee in such Asset Sale and from which the Issuer and
      the Restricted Subsidiaries are fully released shall be deemed to be cash
      for purposes of determining the percentage of cash consideration received
      by the Issuer or the applicable Restricted Subsidiary and (b) notes or
      other similar obligations
<PAGE>
                                      -57-


      received by the Issuer or a Restricted Subsidiary from such transferee
      that are converted, sold or exchanged within 60 days of the related Asset
      Sale by the Issuer or a Restricted Subsidiary for cash shall be deemed to
      be cash, in an amount equal to the net cash proceeds realized upon such
      conversion, sale or exchange for purposes of determining the percentage of
      cash consideration received by the Issuer or a Restricted Subsidiary; and

            (3) the Asset Sale Proceeds received by the Issuer or such
      Restricted Subsidiary are applied (a) to the extent the Issuer or such
      Restricted Subsidiary, as the case may be, elects, or is required to
      prepay, repay or purchase indebtedness outstanding under the Credit
      Facility within 365 days following the receipt of the Asset Sale Proceeds
      from any Asset Sale; provided that any such repayment shall result in a
      permanent reduction of the commitments thereunder in an amount equal to
      the principal amount so repaid; or (b) to the extent of the balance of
      Asset Sale Proceeds after application as described above, to the extent
      the Issuer elects, to an investment in Property (including Capital Stock
      or other securities purchased in connection with the acquisition of
      Capital Stock or Property of another Person) in compliance with Section
      4.12; provided that (i) such investment occurs or the Issuer or any such
      Restricted Subsidiary enters into contractual commitments to make such
      investment, subject only to customary conditions (other than the obtaining
      of financing), within 365 days following receipt of such Asset Sale
      Proceeds; and (ii) Asset Sale Proceeds so contractually committed are so
      applied within 545 days following the receipt of such Asset Sale Proceeds;
      and (c) if on such 365th day in the case of clauses (3)(a) and (3)(b)(i)
      or on such 545th day in the case of clause (3)(b)(ii) with respect to any
      Asset Sale, the Available Asset Sale Proceeds exceed $25.0 million, the
      Issuer shall apply an amount equal to the Available Asset Sale Proceeds to
      an offer, on a pro rata basis according to principal amount, to repurchase
      the Notes and any other Indebtedness (including, without limitation, the
      Holding Company Notes) ("Other Indebtedness") that is not, by its terms,
      expressly subordinated in right of payment to the Notes and the terms of
      which require an offer to purchase such other Indebtedness with proceeds
      from the Asset Sale, at a purchase price in cash equal to 100% of the
      principal amount thereof plus accrued and unpaid interest thereon, if any,
      to the purchase date (an "Excess Proceeds Offer"). Pending the final
      application of any such Available Asset Sale Proceeds, the Issuer or any
      such Restricted Subsidiary may temporarily reduce Indebtedness under a
      revolving credit facility (including by way of cash collateralized letters
      of credit), if any, or otherwise invest such Available Asset Sale Proceeds
      in Cash Equivalents. If an Excess Proceeds Offer is not fully subscribed,
      the Issuer may retain the portion of the Available Asset Sale Proceeds not
      required to repurchase Notes and use such portion for general corporate
      purposes or otherwise, at its sole discretion, and the amount of Available
      Asset Sale Proceeds shall be reset to zero.
<PAGE>
                                      -58-


            If the Issuer is required to make an Excess Proceeds Offer, the
Issuer shall mail, within 30 days following the date specified in clause (3)(c)
above, a notice to the Holders of Notes stating:

            (a) that the Excess Proceeds Offer is being made pursuant to this
      Section 4.09;

            (b) that the Holders of Notes have the right to require the Issuer
      to apply the Available Asset Sale Proceeds to make an offer to repurchase
      such Notes and the Other Indebtedness, to the extent required by the terms
      thereof, at a purchase price in cash equal to 100% of the principal amount
      thereof plus accrued and unpaid interest thereon, if any, to the purchase
      date which shall be no earlier than 30 days and not later than 45 days
      from the date such notice is mailed (the "Excess Proceeds Payment Date");

            (c) that any Note (or portion thereof) not tendered will continue to
      accrue interest;

            (d) that any Notes accepted for payment pursuant to the Excess
      Proceeds Offer shall cease to accrue interest after the Excess Proceeds
      Payment Date;

            (e) the aggregate principal amount of Other Indebtedness that will
      also receive an Excess Proceeds Offer;

            (f) that Holders of Notes accepting the offer to have their Notes
      purchased pursuant to an Excess Proceeds Offer will be required to
      surrender their Notes to the Paying Agent at the address specified in the
      notice prior to the close of business on the New York Business Day
      preceding the Excess Proceeds Payment Date;

            (g) that Holders of Notes will be entitled to withdraw their
      acceptance if the Paying Agent receives, not later than the close of
      business on the third New York Business Day preceding the Excess Proceeds
      Payment Date, a telegram, telex, facsimile transmission or letter setting
      forth the name of the Holder of Notes, the principal amount of the Notes
      delivered for purchase, and a statement that such Holder is withdrawing
      its election to have such Notes purchased;

            (h) that Holders of Notes whose Notes are being purchased only in
      part will be issued new Notes equal in principal amount to the unpurchased
      portion of the Notes surrendered;

            (i) any other procedures that a Holder of Notes must follow to
      accept an Excess Proceeds Offer or effect withdrawal of such acceptance;
      and
<PAGE>
                                      -59-


            (j) the name and address of the Paying Agent.

            In the event of the transfer of substantially all of the property
and assets of the Issuer and the Restricted Subsidiaries as an entirety to a
Person in a transaction permitted under Section 5.01, the successor Person shall
be deemed to have sold the properties and assets of the Issuer and the
Restricted Subsidiaries not so transferred for purposes of this Section 4.09,
and shall comply with the provisions of this Section 4.09 with respect to such
deemed sale as if it were an Asset Sale.

            For purposes of this Section 4.09, proceeds which are deposited in
escrow or are placed in trust shall not be considered to have been received by
the Issuer unless and until such time as such proceeds are released to the
Issuer from such escrow or trust.

            The Issuer shall comply with the requirements of Rule 14e-1 under
the Exchange Act and other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of Notes pursuant to an Excess Proceeds Offer. To the extent that the
provisions of any securities laws or regulations conflict with this Section
4.09, the Issuer shall comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations under this
Section 4.09 by virtue thereof.

Section 4.10. Limitation on Transactions with Affiliates.

            The Issuer shall not, and shall not permit any of the Restricted
Subsidiaries to, directly or indirectly, enter into, amend or suffer to exist
any transaction or series of related transactions (including, without
limitation, the sale, purchase, exchange or lease of assets, property or
services) with any Affiliate (each an "Affiliate Transaction") or extend, renew,
waive or otherwise modify in any material respect the terms of any Affiliate
Transaction entered into prior to or on the Issue Date, if the terms of such
Affiliate Transaction after giving effect to such extension, renewal,
replacement, waiver or other modification, taken as a whole, are more
disadvantageous to the Holders of Notes in any material respect than the
original agreement as in effect on the Issue Date unless (1) such Affiliate
Transaction is between or among the Issuer, one or more of its Wholly Owned
Subsidiaries, and/or one or more of the Restricted Subsidiaries that are also
Guarantors; or (2) the terms of such Affiliate Transaction are fair and
reasonable to the Issuer or such Restricted Subsidiary, as the case may be, and
the terms of such Affiliate Transaction are at least as favorable as the terms
which could reasonably be expected to be obtained by the Issuer or such
Restricted Subsidiary, as the case may be, in a comparable transaction made on
an arm's-length basis between unaffiliated parties.

            In any Affiliate Transaction (or any series of related Affiliate
Transactions which are similar or part of a common plan) involving an amount or
having a fair market value in excess of $10.0 million which is not permitted
under clause (1) above, the Issuer
<PAGE>
                                      -60-


must obtain a resolution of the majority of the disinterested members of the
Board of Directors of the Issuer certifying that such Affiliate Transaction
complies with clause (2) above. In any Affiliate Transaction (or any series of
related Affiliate Transactions which are similar or part of a common plan)
involving an amount or having a fair market value in excess of $40.0 million
which is not permitted under clause (1) above, the Issuer must obtain a
favorable written opinion as to the fairness, from a financial point of view, of
such transaction or transactions, as the case may be, from an Independent
Financial Advisor.

            The foregoing provisions shall not apply to

            (1) any Restricted Payment that is not prohibited by the provisions
      described in Section 4.08;

            (2) any transaction pursuant to an agreement, arrangement or
      understanding existing on the Issue Date and described in the Offering
      Memorandum and that was entered into or amended in compliance with or
      otherwise permitted to exist under the Existing Senior Subordinated Notes
      Indenture;

            (3) reasonable fees and compensation paid to, and any indemnity
      provided to or on behalf of, any officers, directors or employees of the
      Issuer or any Affiliate of the Issuer or of such officers, directors or
      employees as determined in good faith by the Issuer's Board of Directors
      or senior management thereof;

            (4) any transaction between the Issuer or any of the Restricted
      Subsidiaries and their Affiliates involving ordinary course investment
      banking, commercial banking or related activities;

            (5) any transaction with any Affiliate solely in its capacity as a
      holder of Indebtedness or Capital Stock of the Issuer or any of its
      Subsidiaries where such Affiliate is treated no more favorably than
      holders of such Indebtedness or such Capital Stock generally;

            (6) transactions between or among the Issuer or any Restricted
      Subsidiary, on the one hand, and any other Person controlled by (as such
      term is defined in the definition of "Affiliate") the Issuer, on the other
      hand, so long as (a) at least 25% of the voting securities of such other
      Person are beneficially owned by Persons other than the Issuer or any
      Affiliate thereof, (b) there exists no other substantial business
      relationship between the Issuer and its Affiliates and the Persons who
      beneficially own at least 25% of the voting securities of such other
      Person referred to in clause (a) above, other than the transactions in
      question, and no such other business relationship is reasonably expected
      and (c) no portion of the remaining interest in such other Person is owned
      by a Person that controls (as such term is defined in the definition of
      "Affiliate") the Issuer, or between or among such Subsidiaries or Persons;
<PAGE>
                                      -61-


            (7) any transaction permitted by the provisions described under
      Section 5.01; and

            (8) any transaction, the prohibition of which, by operation of this
      covenant, would violate the "Limitation on Dividend and Other Payment
      Restrictions Affecting Restricted Subsidiaries" covenant in the Existing
      Senior Subordinated Notes Indenture or the indenture governing the Holding
      Company Notes.

Section 4.11. Limitation on Liens.

            The Issuer shall not, and shall not permit any of the Restricted
Subsidiaries to, create, incur or otherwise cause or suffer to exist or become
effective any Liens of any kind (other than Permitted Liens) upon any Property
of the Issuer or any of the Restricted Subsidiaries or any shares of Capital
Stock or Indebtedness of any Restricted Subsidiary which owns Property, now
owned or hereafter acquired, without making, or causing the Restricted
Subsidiary to make, effective provision for securing the Notes or, with respect
to Liens on any Guarantor's Property, the Guarantee of such Guarantor; and

            (1) if such Lien (other than a Permitted Lien) secures Indebtedness
      which is subordinate in right of payment to the Notes or the Guarantee of
      such Guarantor, as the case may be, any such Lien will be subordinate to
      the Lien granted to Holders of Notes or the Guarantee of such Guarantor,
      as the case may be, to the same extent as such Indebtedness is subordinate
      in right of payment to the Notes or the Guarantee of such Guarantor, as
      the case may be; and

            (2) in all other cases, the Notes or the Guarantee of such
      Guarantor, as the case may be, is equally and ratably secured.

Section 4.12. Limitation on Conduct of Business.

            The Issuer shall not, and shall not permit the Restricted
Subsidiaries to, engage in any businesses which are not the same as or similar,
related, complementary or ancillary to the Communications Business.

Section 4.13. Limitation of Guarantees by Restricted Subsidiaries.

            Except in respect of guarantees in effect on the Issue Date and
permitted to exist under the Existing Senior Subordinated Notes Indenture and
described in the Offering Memorandum under the heading "Description of Credit
Facility and Other Indebtedness -- Senior Subordinated Notes due 2011," the
Issuer shall not permit any of the Restricted Subsidiaries, directly or
indirectly, by way of the pledge of any intercompany note or otherwise, to
assume, guarantee or in any other manner become liable with respect to any
Indebtedness of the Issuer, unless, in any such case
<PAGE>
                                      -62-


            (1) such Restricted Subsidiary executes and delivers a supplemental
      indenture to this Indenture, providing a Guarantee by such Restricted
      Subsidiary; and

            (2) if any such assumption, guarantee or other liability of such
      Restricted Subsidiary is provided in respect of Indebtedness that is
      expressly subordinated to the Notes, the guarantee or other instrument
      provided by such Restricted Subsidiary in respect of such subordinated
      Indebtedness shall be subordinated to the Guarantee substantially to the
      same extent as such Indebtedness is subordinated to the Notes.

            Notwithstanding the foregoing, any such Guarantee by a Restricted
Subsidiary of the Notes shall provide by its terms that it shall be
automatically and unconditionally released and discharged, without any further
action required on the part of the Trustee or any Holder of Notes, upon

            (1) the unconditional release of such Restricted Subsidiary from its
      liability in respect of the Indebtedness in connection with which such
      Guarantee was executed and delivered pursuant to the preceding paragraph;
      or

            (2) any sale or other disposition (by merger or otherwise) to any
      Person which is not a Restricted Subsidiary of a controlling interest in,
      or all or substantially all of the assets of, such Restricted Subsidiary;
      provided that

                  (a) such sale or disposition of such controlling interest or
            assets is otherwise in compliance with the terms of this Indenture;
            and

                  (b) such assumption, guarantee or other liability of such
            Restricted Subsidiary has been released by the Holders of the other
            Indebtedness so guaranteed.

Section 4.14. Limitation on Dividend and Other Payment Restrictions Affecting
              Restricted Subsidiaries.

            The Issuer shall not, and shall not permit any of the Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any consensual encumbrance or restriction on the
ability of any Restricted Subsidiary to (a) pay dividends or make any other
distributions to the Issuer or any Restricted Subsidiary (1) on its Capital
Stock, or (2) with respect to any other interest or participation in, or
measured by, its profits; (b) repay any Indebtedness or any other obligation
owed to the Issuer or any Restricted Subsidiary; (c) make loans or advances or
capital contributions to the Issuer or any of the Restricted Subsidiaries; or
(d) transfer any of its Properties or assets to the Issuer or any of the
Restricted Subsidiaries, except in respect of any of (a) through (d) above for
such encumbrances or restrictions existing under or by reason of (1)
encumbrances or restrictions existing on the Issue Date that were created in
compliance with or otherwise permitted to exist under
<PAGE>
                                      -63-


the Existing Senior Subordinated Notes Indenture, to the extent and in the
manner such encumbrances and restrictions are in effect on the Issue Date, (2)
this Indenture, the Notes and the Guarantees, (3) applicable law or any
applicable rule, regulation or order, (4) any encumbrance or restriction
existing under the Credit Facility, (5) any instrument governing Acquired
Indebtedness, which encumbrance or restriction is not applicable to any Person,
or the Properties or assets of any Person, other than the Person, or the
Property or assets of the Person (including any Subsidiary of the Person), so
acquired, (6) customary non-assignment provisions in leases or other agreements
entered into in the ordinary course of business, (7) Refinancing Indebtedness;
provided that such restrictions are no more restrictive, taken as a whole, than
those contained in the agreements governing the Indebtedness being extended
refinanced, renewed, replaced, defeased or refunded, (8) customary restrictions
in security agreements or mortgages securing Indebtedness of the Issuer or a
Restricted Subsidiary to the extent such restrictions restrict the transfer of
the property subject to such security agreements and mortgages, (9) in the case
of clause (d) only, any encumbrance or restriction pursuant to an agreement for
Purchase Money Indebtedness that is permitted to be outstanding under Section
4.06, or (10) customary restrictions with respect to a Restricted Subsidiary
pursuant to an agreement that has been entered into for the sale or disposition
of all or substantially all of the Capital Stock or assets of a Restricted
Subsidiary.

Section 4.15. Limitation on Sale and Lease-Back Transactions.

            The Issuer shall not, and shall not permit any of the Restricted
Subsidiaries to, enter into any Sale and Lease-Back Transaction; provided that
the Issuer or any Restricted Subsidiary may enter into a Sale and Lease-Back
Transaction if:

            (1) the Issuer or such Restricted Subsidiary, as applicable, could
      have

                  (a) incurred Indebtedness (other than Permitted Indebtedness)
            in an amount equal to the Attributable Indebtedness relating to such
            Sale and Lease-Back Transaction under Section 4.06; and

                  (b) incurred a Lien to secure such Indebtedness pursuant to
            Section 4.11;

            (2) the gross cash proceeds of that Sale and Lease-Back Transaction
      are at least equal to the fair market value of the property sold; and

            (3) the transfer of assets in that Sale and Lease-Back Transaction
      is permitted by, and the Issuer applies the proceeds of such transaction
      in compliance with, Section 4.09.
<PAGE>
                                      -64-


Section 4.16. Limitation on Disqualified Capital Stock of Restricted
              Subsidiaries.

            The Issuer shall not permit any of the Restricted Subsidiaries to
issue any Disqualified Capital Stock (except Disqualified Capital Stock issued
to the Issuer or a Wholly Owned Subsidiary of the Issuer) or permit any Person
(other than the Issuer or a Wholly Owned Subsidiary of the Issuer) to hold any
such Disqualified Capital Stock unless the Issuer or such Restricted Subsidiary
would be entitled to incur or assume Indebtedness under Section 4.06 (other than
Permitted Indebtedness) in the aggregate principal amount equal to the aggregate
liquidation value of the Disqualified Capital Stock to be issued.

Section 4.17. Limitation on Creation of Subsidiaries.

            The Issuer shall not create or acquire, and shall not permit any of
the Restricted Subsidiaries to create or acquire, any Subsidiary other than

            (1) a Restricted Subsidiary existing as of the Issue Date;

            (2) a Restricted Subsidiary that is acquired or created after the
      Issue Date; provided, however, that each such Restricted Subsidiary must
      execute a Guarantee, reasonably satisfactory in form and substance to the
      Trustee (and with such documentation relating thereto as the Trustee may
      reasonably require, including, without limitation, a supplement or
      amendment to this Indenture and Opinions of Counsel as to the
      enforceability of such Guarantee), pursuant to which such Restricted
      Subsidiary will become a Guarantor, if and to the extent required by
      Section 4.13; or

            (3) an Unrestricted Subsidiary.

Section 4.18. Payments for Consent.

            The Issuer shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly, pay or cause to be paid any consideration, whether
by way of interest, fee or otherwise, to any Holder of Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of this Indenture or the Notes unless such consideration is offered to be paid
or agreed to be paid to all Holders of Notes which so consent, waive or agree to
amend in the time frame set forth in solicitation documents relating to such
consent, waiver or amendment.

Section 4.19. Legal Existence.

            Subject to Article 5 of this Indenture, the Issuer shall do or cause
to be done all things necessary to preserve and keep in full force and effect
its legal existence, and the corporate, partnership, limited liability company
or other existence of each Restricted Subsidiary, in accordance with the
respective organizational documents (as the same may be amended
<PAGE>
                                      -65-


from time to time) of each Restricted Subsidiary and the rights (charter and
statutory), licenses and franchises of the Issuer and the Restricted
Subsidiaries; provided, however, that the Issuer shall not be required to
preserve any such right, license or franchise, or the corporate, partnership,
limited liability company or other existence of any of the Restricted
Subsidiaries if the Board of Directors of the Issuer shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Issuer and the Restricted Subsidiaries, taken as a whole, and that the loss
thereof is not adverse in any material respect to the Holders.

Section 4.20. Change of Control Offer.

            Upon the occurrence of a Change of Control, the Issuer shall make an
offer to purchase (the "Change of Control Offer") each Holder's outstanding
Notes at a purchase price (the "Change of Control Purchase Price") equal to 101%
of the principal amount thereof plus accrued and unpaid interest thereon, if
any, to the Change of Control Payment Date in accordance with the procedures set
forth below.

            Within 30 days of the occurrence of a Change of Control, the Issuer
shall (1) cause a notice of the Change of Control Offer to be sent at least once
to the Dow Jones News Service and by way of a press release issued on Canada
Newswire or similar business news services in the United States and Canada and
(2) send by first-class mail, postage prepaid, to the Trustee and to each
Holder, at the address appearing in the register maintained by the Registrar of
the Notes, a notice stating

            (a) that the Change of Control Offer is being made pursuant to this
      Section 4.20 and that all Notes tendered will be accepted for payment;

            (b) the Change of Control Purchase Price and the purchase date
      (which shall be a New York Business Day no earlier than 30 days nor later
      than 60 days from the date such notice is mailed (the "Change of Control
      Payment Date"));

            (c) that any Note (or portion thereof) not tendered will continue to
      accrue interest;

            (d) that, unless the Issuer defaults in the payment of the Change of
      Control Purchase Price, any Notes (or portion thereof) accepted for
      payment pursuant to the Change of Control Offer shall cease to accrue
      interest after the Change of Control Payment Date;

            (e) that Holders accepting the offer to have their Notes purchased
      pursuant to a Change of Control Offer will be required to surrender their
      Notes to the Paying Agent at the address specified in the notice prior to
      the close of business on the New York Business Day preceding the Change of
      Control Payment Date;
<PAGE>
                                      -66-


            (f) that Holders will be entitled to withdraw their acceptance if
      the Paying Agent receives, not later than the close of business on the
      third New York Business Day preceding the Change of Control Payment Date,
      a telegram, telex, facsimile transmission or letter setting forth the name
      of the Holder, the principal amount of the Notes delivered for purchase,
      and a statement that such Holder is withdrawing its election to have such
      Notes purchased;

            (g) that Holders whose Notes are being purchased only in part will
      be issued new Notes equal in principal amount to the unpurchased portion
      of the Notes surrendered;

            (h) any other procedures that a Holder must follow to accept a
      Change of Control Offer or effect withdrawal of such acceptance; and

            (i) the name and address of the Paying Agent.

            On the Change of Control Payment Date, the Issuer shall, to the
extent lawful, (1) accept for payment Notes or portions thereof properly
tendered pursuant to the Change of Control Offer, (2) deposit with the Paying
Agent money sufficient to pay the Change of Control Purchase Price of all Notes
or portions thereof so tendered and (3) deliver or cause to be delivered to the
Trustee Notes so accepted together with an Officers' Certificate stating the
aggregate principal amount of Notes or portions thereof being purchased by the
Issuer. The Paying Agent shall promptly mail to each Holder so accepted payment
in an amount equal to the Change of Control Purchase Price for such Notes, and
the Issuer shall execute and issue, and the Trustee shall promptly authenticate
and mail to each relevant Holder, a new Note equal in principal amount to any
unpurchased portion of the Notes surrendered; provided that each such new Note
shall be issued in an original principal amount in denominations of U.S.$1,000
and integral multiples thereof.

            Further, (A) if the Issuer or any Restricted Subsidiary thereof has
issued any outstanding (1) Indebtedness that is, by its terms, subordinated in
right of payment to the Notes or the Guarantees or (2) Preferred Stock, and the
Issuer or such Restricted Subsidiary is required to make a Change of Control
Offer or to make a distribution with respect to such Indebtedness or Preferred
Stock in the event of a Change of Control, the Issuer shall not consummate any
such offer or distribution with respect to such Indebtedness or Preferred Stock
until such time as the Issuer shall have paid the Change of Control Purchase
Price in full to the Holders that have accepted the Issuer's Change of Control
Offer and shall otherwise have consummated the Change of Control Offer made to
Holders and (B) the Issuer will not issue Indebtedness (not including, for
greater certainty, any Acquired Indebtedness) that is subordinated in right of
payment to the Notes or Preferred Stock with change of control provisions
requiring the payment of such Indebtedness or Preferred Stock prior to the
payment of the Notes in the event of a Change of Control under this Indenture.
<PAGE>
                                      -67-


            The Issuer shall not be required to make a Change of Control Offer
if a third party makes the Change of Control Offer in the manner, at the time
and otherwise in compliance with the requirements set forth in this Indenture
applicable to a Change of Control Offer made by the Issuer and purchases all
Notes or portions thereof validly tendered and not withdrawn under such Change
of Control Offer.

            The Issuer shall comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of Notes pursuant to a Change of Control Offer. To the extent that
the provisions of any securities laws or regulations conflict with this Section
4.20, the Issuer shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under this
Section 6.01 by virtue thereof.

Section 4.21. Maintenance of Office or Agency.

            The Issuer shall maintain an office or agency where Notes may be
surrendered for registration of transfer or exchange or for presentation for
payment and where notices and demands to or upon the Issuer in respect of the
Notes and this Indenture may be served. The Issuer shall give prompt written
notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Issuer shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the address of the Trustee as set forth in Section 12.02.

            The Issuer may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations. The
Issuer shall give prompt written notice to the Trustee of such designation or
rescission and of any change in the location of any such other office or agency.

            The Issuer hereby initially designates the Corporate Trust Office of
the Trustee set forth in Section 12.02 as such office of the Issuer.

Section 4.22. Maintenance of Properties; Insurance; Books and Records;
              Compliance with Law.

            (a) The Issuer shall, and shall cause each of the Restricted
Subsidiaries to, at all times cause all properties used or useful in the conduct
of their business to be maintained and kept in good condition, repair and
working order (reasonable wear and tear excepted) and supplied with all
necessary equipment, and shall cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereto; provided, however, that
nothing in this Section 4.22 shall prevent the Issuer or any of the Restricted
Subsidiaries
<PAGE>
                                      -68-


from discontinuing the maintenance of any such properties if such discontinuance
is, in the judgment of the Board of Directors of the Issuer or the Board of
Directors of such Restricted Subsidiary, desirable in the conduct of its
business and is not disadvantageous in any material respect to the Holders.

            (b) The Issuer shall, and shall cause each of the Restricted
Subsidiaries to, maintain insurance (which may include self-insurance) in such
amounts and covering such risks as are usually and customarily carried with
respect to similar facilities according to their respective locations.

            (c) The Issuer shall, and shall cause each of its Subsidiaries to,
keep proper books of record and account, in which full and correct entries shall
be made of all financial transactions and the assets and business of the Issuer
and each Subsidiary of the Issuer, in accordance with GAAP consistently applied
to the Issuer and its Subsidiaries taken as a whole.

            (d) The Issuer shall and shall cause each of its Subsidiaries to
comply with all statutes, laws, ordinances or government rules and regulations
to which they are subject, non-compliance with which would materially adversely
affect the business, earnings, assets or financial condition of the Issuer and
its Subsidiaries taken as a whole.

Section 4.23. Further Assurance to the Trustee.

            The Issuer shall, upon the reasonable request of the Trustee,
execute and deliver such further instruments and do such further acts as may be
reasonably necessary or proper to carry out more effectively the provisions of
this Indenture.

Section 4.24. Suspension of Certain Covenants if Securities Rated Investment
              Grade.

            Notwithstanding any other provision of this Indenture, during any
period of time that (i) the ratings assigned to the Notes by both of the U.S.
Rating Agencies are Investment Grade Ratings and (ii) no Default has occurred
and is continuing hereunder, the Issuer and the Restricted Subsidiaries shall
not be subject to the provisions of Sections 4.06, 4.07, 4.08, 4.09, 4.10, 4.15,
4.16 and clause (3) of 5.01 (collectively, the "Suspended Covenants"). In the
event that the Issuer and the Restricted Subsidiaries are not subject to the
Suspended Covenants with respect to the Notes for any period of time as a result
of the preceding sentence and, subsequently, one or both Rating Agencies
withdraw their ratings or downgrade the ratings assigned to such Notes below the
required Investment Grade Ratings, then the Issuer and each of the Restricted
Subsidiaries (except to the extent that any such Restricted Subsidiary is not
subject to such covenant pursuant to the terms thereof) shall thereafter again
be subject to the Suspended Covenants for the benefit of such Notes and
compliance with the Suspended Covenants with respect to Restricted Payments made
after the time of such withdrawal or downgrade will be calculated in accordance
with the terms of Section 4.08 as if such section had been in effect during the
entire period of time from the date of this Indenture.
<PAGE>
                                      -69-


Section 4.25. Payment of Additional Amounts.

            All payments made by the Issuer under or with respect to the Notes
or any Guarantor with respect to its Guarantee will be made free and clear of
and without withholding or deduction for or on account of any present or future
Taxes, unless required under the laws of any Taxing Jurisdiction or by the
interpretation or administration thereof. If the Issuer or any Guarantor is
required to withhold or deduct any amount for or on account of Taxes from any
payment made under or with respect to the Notes or a Guarantee, the Issuer or
such Guarantor shall pay such additional amounts ("Additional Amounts") as may
be necessary so that the net amount received by each Holder (including
Additional Amounts) after such withholding or deduction (including any deduction
or withholding in respect of Additional Amounts) will not be less than the
amount the Holder would have received if such Taxes had not been withheld or
deducted; provided that no Additional Amounts will be payable with respect to a
payment made to a Holder (to the extent any of the following exceptions apply,
an "Excluded Holder") (i) with which the Issuer or such Guarantor does not deal
at arm's length (within the meaning of the Income Tax Act (Canada)) at the time
of making such payment, (ii) that is subject to the Taxes at issue by reason of
its being connected with the relevant Taxing Jurisdiction otherwise than by the
mere acquisition, holding or disposition of such Notes or the receipt of
payments thereunder, (iii) that presents any Note for payment of principal more
than 60 days after the later of (x) the date on which payment first became due
and (y) if the full amount payable has not been received by the Trustee on or
prior to such due date, the date on which, the full amount payable having been
so received, notice to that effect shall have been given to the Holders by the
Trustee, except to the extent that such Holder would have been entitled to such
Additional Amounts on presenting such Note for payment on the last day of the
applicable 60-day period, (iv) that failed duly and timely to comply with a
timely request of the Issuer to provide information, documents or other evidence
concerning such Holder's nationality, residence, entitlement to treaty benefits,
identity or connection with the relevant Taxing Jurisdiction, if and to the
extent that due and timely compliance with such request would have reduced or
eliminated any Taxes as to which Additional Amounts would have otherwise been
payable to such Holder but for this clause (iv), (v) on account of any estate,
inheritance, gift, sales, transfer or any Tax similar to any of the foregoing
Taxes, other than Documentary Taxes (as defined below), (vi) that is a
fiduciary, a partnership or not the beneficial owner of any payment on a Note,
if and to the extent that, as a result of an applicable tax treaty, no
Additional Amounts would have been payable had the beneficiary, partner or
beneficial owner owned the Notes directly (but only if there is no material cost
or expense associated with transferring such Notes to such beneficiary, partner
or beneficial owner and no restriction on such transfer that is outside the
control of such beneficiary, partner or beneficial owner or (vii) any
combination of the foregoing numbered clauses of this proviso. The Issuer and
the Guarantors will also (i) make such withholding or deduction and (ii) remit
the full amount deducted or withheld to the relevant authority in accordance
with applicable law. The Issuer and the Guarantors will furnish to the Trustee,
within 30 days after the date of the payment of any Taxes due pursuant to
applicable law, certified copies of tax receipts evidenc-
<PAGE>
                                      -70-


ing such payment by the Issuer or any such Guarantor in such form as is provided
in the normal course by the Taxing Authority imposing such Taxes and as is
reasonably available to the Issuer or any such Guarantor, as the case may be.
The Trustee shall make such evidence available upon the written request of any
Holder of Notes that are outstanding on the date of any such withholding or
deduction.

            The Issuer and the Guarantors shall indemnify and hold harmless each
Holder (other than an Excluded Holder) and the Trustee and, upon written request
of any Holder (other than an Excluded Holder) or the Trustee, reimburse such
Holder or the Trustee, as the case may be, for the amount of (i) any such Taxes
levied or imposed on and paid by such Holder or the Trustee, as the case may be,
as a result of payments made under or with respect to the Notes held by such
Holder, (including payments under this clause (i)); and (ii) any Taxes levied or
imposed with respect to any reimbursement under the foregoing clause (i), so
that the net amount received by such Holder or the Trustee, as the case may be,
after such reimbursement will not be less than the net amount such Holder or the
Trustee, as the case may be, would have received if Taxes on such reimbursement
had not been imposed.

            At least 30 days prior to each date on which any payment under or
with respect to the Notes is due and payable, if the Issuer or any Guarantor
shall be obligated to pay Additional Amounts with respect to such payment, the
Issuer or such Guarantor shall deliver to the Trustee an Officers' Certificate
stating the fact that such Additional Amounts will be payable and specifying the
amounts so payable and will set forth such other information necessary to enable
the Trustee to pay such Additional Amounts to Holders on the payment date.
Whenever in this Indenture there is mentioned, in any context, principal,
premium, if any, interest or any other amount payable under or with respect to
any Note, such mention shall be deemed to include the payment of Additional
Amounts to the extent that, in such context, Additional Amounts are, were or
would be payable in respect thereof.

            The Issuer or a Guarantor shall pay any present or future stamp,
court, documentary or other similar Taxes, charges or levies that arise in any
Taxing Jurisdiction from the execution, delivery or registration of, or
enforcement of rights under, this Indenture or any related documents, other than
any such Taxes, charges or levies (i) that are imposed by reason of the holder
being connected with such Taxing Jurisdiction otherwise than by the mere
acquisition, holding or disposition of the Notes or the receipt of payments
thereunder, or (ii) that are imposed with respect to a transfer of Notes by a
holder ("Documentary Taxes").

            The obligation to pay Additional Amounts and Documentary Taxes under
the terms and conditions described above will survive any termination,
defeasance or discharge of this Indenture.
<PAGE>
                                      -71-


Section 4.26. Limitation on Certain Amendments to the Credit Facility.

            The Issuer shall not amend the definition of Change of Control under
the Credit Facility if such amendment would result in Canadian withholding tax
being required to be withheld on payments made in respect of the Notes.

                                   ARTICLE 5.

                              SUCCESSOR CORPORATION

Section 5.01. Limitation on Consolidation, Merger and Sale of Assets.

            The Issuer shall not and shall not permit any of the Restricted
Subsidiaries to (a) consolidate with, amalgamate with, or merge with or into
another Person (whether or not the Issuer or such Restricted Subsidiary will be
the continuing Person), or (b) sell, assign, transfer, lease, convey or
otherwise dispose of all or substantially all of the assets of the Issuer and of
any Restricted Subsidiary (as an entirety or substantially as an entirety in one
transaction or a series of related transactions) to any Person unless:

            (1) either the Issuer or such Restricted Subsidiary, as the case may
      be, is the continuing Person, or the Person (if other than the Issuer or
      such Restricted Subsidiary) formed by such consolidation or amalgamation
      or into which the Issuer or such Restricted Subsidiary, as the case may
      be, is merged or to which the assets of the Issuer or such Restricted
      Subsidiary, as the case may be, are sold, assigned, transferred, leased,
      conveyed or otherwise disposed of is a corporation organized and existing
      under the laws of the United States or any state thereof or the District
      of Columbia or the laws of Canada or any province or territory thereof or,
      in the case of any Restricted Subsidiary, the governing jurisdiction of
      such Restricted Subsidiary and expressly assumes, by a supplemental
      indenture, executed and delivered to the Trustee, in form reasonably
      satisfactory to the Trustee, all of the obligations of the Issuer or such
      Restricted Subsidiary, as the case may be, under this Indenture, the Notes
      and, if applicable, the Guarantees and the obligations thereunder remain
      in full force and effect;

            (2) immediately before and immediately after giving effect to such
      transaction, no Default or Event of Default will have occurred and be
      continuing; and

            (3) immediately after giving effect to such transaction on a pro
      forma basis the Issuer or such Person will be able to incur at least $1.00
      of additional Indebtedness (other than Permitted Indebtedness) under
      Section 4.06, provided that a Person that is a Guarantor on the Issue Date
      may merge into the Issuer or another Person that is a
<PAGE>
                                      -72-


      Guarantor on the Issue Date without complying with this clause (3);
      provided, further, that a Person other than the Issuer may merge into
      another Person that is not the Issuer without complying with this clause
      (3) if the Issuer's Consolidated Leverage Ratio immediately after giving
      effect to such transaction on a pro forma basis will be lower than its
      Consolidated Leverage Ratio immediately before giving effect to such
      transaction.

            In connection with any consolidation, amalgamation, merger or
transfer of assets contemplated by this provision, the Issuer shall deliver, or
cause to be delivered, to the Trustee, in form and substance reasonably
satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel,
each stating that such consolidation, amalgamation, merger or transfer of assets
and the supplemental indenture in respect thereto comply with this provision
(but for the Trustee being reasonably satisfied with the documentation to be
entered into or delivered to the Trustee, as the case may be, as stated above)
and that all conditions precedent herein provided for relating to such
transaction or transactions have been complied with.

            For purposes of the foregoing, the transfer (by lease, assignment,
sale or otherwise, in a single transaction or series of transactions) of all or
substantially all of the properties or assets of one or more Restricted
Subsidiaries of the Issuer the Capital Stock of which constitutes all or
substantially all of the properties and assets of the Issuer, shall be deemed to
be the transfer of all or substantially all of the properties and assets of the
Issuer.

Section 5.02. Successor Person Substituted.

            Upon any consolidation, amalgamation or merger, or any transfer of
all or substantially all of the assets of the Issuer in accordance with Section
5.01 above, the successor corporation formed by such consolidation or
amalgamation or into which the Issuer is amalgamated or merged or to which such
transfer is made shall succeed to, and be substituted for, and may exercise
every right and power of, such Issuer under this Indenture with the same effect
as if such successor corporation had been named as such Issuer herein, and
thereafter the predecessor corporation shall be relieved of all obligations and
covenants under this Indenture and the Notes.
<PAGE>
                                      -73-


                                   ARTICLE 6.

                              DEFAULTS AND REMEDIES

Section 6.01. Events of Default.

            An "Event of Default" occurs if there is a:

            (1) default in payment of any principal of, or premium, if any, on
      the Notes whether at maturity, upon redemption, required repurchase or
      otherwise;

            (2) default for 30 days in payment when due of any interest on the
      Notes;

            (3) default by the Issuer or any Restricted Subsidiary in the
      observance or performance of any other covenant in the Notes or this
      Indenture for 30 days after written notice from the Trustee as directed in
      writing by the Holders of not less than 25% in aggregate principal amount
      of the Notes then outstanding (except in the case of a default with
      respect to Section 4.20 or Section 5.01 which shall constitute an Event of
      Default with such notice requirement but without such passage of time
      requirement);

            (4) failure to pay when due principal, interest or premium in an
      aggregate amount of $20.0 million or more with respect to any Indebtedness
      of the Issuer or any Restricted Subsidiary thereof, or the acceleration of
      any such Indebtedness aggregating $20.0 million or more which default
      shall not be cured, waived or postponed pursuant to an agreement with the
      Holders of such Indebtedness within 60 days after written notice as
      provided in this Indenture, or such acceleration shall not be rescinded or
      annulled within 30 days after written notice as provided in this
      Indenture;

            (5) any final judgment or judgments which can no longer be appealed
      for the payment of money in excess of $20.0 million, net of any amounts
      covered by insurance, shall be rendered against the Issuer or any
      Restricted Subsidiary thereof, and shall not be waived, satisfied or
      discharged for any period of 60 consecutive days during which a stay of
      enforcement shall not be in effect;

            (6) any of the Guarantees ceases to be in full force and effect or
      any of the Guarantees is declared to be null and void and unenforceable or
      any of the Guarantees is found to be invalid or any of the Guarantors
      denies its liability under its Guarantee (other than, in any such case, by
      reason of release of a Guarantor in accordance with the terms of this
      Indenture);
<PAGE>
                                      -74-


            (7) the Issuer or any Significant Subsidiary of the Issuer pursuant
      to or within the meaning of any Bankruptcy Law:

                  (A) commences a voluntary insolvency proceeding,

                  (B) consents to the entry of an order for relief against it in
            an involuntary insolvency proceeding or consents to its dissolution
            or winding up,

                  (C) consents to the appointment of a Custodian of it or for
            all or substantially all of its property,

                  (D) makes a general assignment for the benefit of its
            creditors, or

                  (E) generally is not paying its debts as they become due, or
            takes any comparable action under any foreign laws relating to
            insolvency; provided, however, that the liquidation of any
            Restricted Subsidiary into another Restricted Subsidiary, other than
            as part of a reorganization pursuant to any Bankruptcy Law, shall
            not constitute an Event of Default under this Section 6.01(7);

            (8) a court of competent jurisdiction enters an order or decree
      under any Bankruptcy Law that:

                  (A) is for relief against the Issuer or any Significant
            Subsidiary in an involuntary insolvency proceeding,

                  (B) appoints a Custodian of the Issuer or any Significant
            Subsidiary or for all or substantially all of the property of the
            Issuer or any Restricted Subsidiary, or

                  (C) orders the liquidation of the Issuer or any Significant
            Subsidiary,

      and the order or decree remains unstayed and in effect for 60 days; and

            (9) either the Existing Senior Subordinated Notes or the debentures
      issued pursuant to the CMI Notes Indenture cease to be, by their terms,
      expressly subordinated in right of payment to the Notes in the manner
      specified on the Issue Date.

            The term "Custodian" means any receiver, trustee, assignee,
liquidator or similar official under any Bankruptcy Law.

            The Trustee may withhold notice to the Holders of the Notes of any
Default (except in payment of principal or premium, if any, or interest on the
Notes) if the Trustee considers it to be in the best interest of the Holders of
the Notes to do so.
<PAGE>
                                      -75-


Section 6.02. Acceleration.

            If an Event of Default (other than an Event of Default of the type
described in Section 6.01(7) and (8)) shall have occurred and be continuing,
then the Trustee may or the Holders as directed in writing by not less than 25%
in aggregate principal amount of the Notes then outstanding may declare to be
immediately due and payable the entire principal amount of all the Notes then
outstanding plus accrued interest to the date of acceleration and the same shall
become immediately due and payable; provided, however, that after any such
acceleration but before a judgment or decree based upon such acceleration is
obtained by the Trustee, the Holders of a majority in aggregate principal amount
of outstanding Notes may, in writing, under certain circumstances, rescind and
annul such acceleration if (1) all Events of Default, other than nonpayment of
principal, premium, if any, or interest that has become due solely because of
the acceleration, have been cured or waived as provided in this Indenture, (2)
to the extent the payment of such interest is lawful, interest on overdue
installments of interest and overdue principal, which has become due otherwise
than by reason of such declaration of acceleration, has been paid, (3) if the
Issuer has paid the Trustee its compensation due and payable and reimbursed the
Trustee for its expenses (including legal fees and expenses), disbursements and
advances incurred prior to the date of such rescission and annulment and (4) in
the event of the cure or waiver of an Event of Default of the type described in
clause (7) or (8) of Section 6.01 of the above Events of Default, the Trustee
shall have received an Officers' Certificate and an Opinion of Counsel that such
Event of Default has been cured or waived. No such rescission shall affect any
subsequent Default or impair any right consequent thereto. In case an Event of
Default of the type described in clause (7) or (8) of Section 6.01 shall occur,
the principal, premium, if any, and interest with respect to all of the Notes
shall be due and payable immediately without any declaration or other act on the
part of the Trustee or the Holders of the Notes.

Section 6.03. Other Remedies.

            If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy by proceeding at law or in equity to collect the
payment of principal of, or premium, if any, and interest on the Notes or to
enforce the performance of any provision of the Notes or this Indenture and may
take any necessary action requested of it as Trustee to settle, compromise,
adjust or otherwise conclude any proceedings to which it is a party.

            The Trustee may maintain a proceeding even if it does not possess
any of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Noteholder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative.
<PAGE>
                                      -76-


Section 6.04. Waiver of Past Defaults and Events of Default.

            Subject to Sections 6.02, 6.07 and 8.02 hereof, the Holders of a
majority in aggregate principal amount of the Notes then outstanding have the
right to waive any existing Default or Event of Default or compliance with any
provision of this Indenture or the Notes. Upon any such written waiver, such
Default shall cease to exist, and any Event of Default arising therefrom shall
be deemed to have been cured for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other Default or Event of Default or
impair any right consequent thereto.

Section 6.05. Control by Majority.

            The Holders of a majority in aggregate principal amount of the Notes
then outstanding may, in writing, direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee by this Indenture, provided they
have offered to the Trustee indemnity reasonably satisfactory to it. The
Trustee, however, may refuse to follow any direction that conflicts with law or
this Indenture or that the Trustee determines may be unduly prejudicial to the
rights of another Noteholder not taking part in such direction, and the Trustee
shall have the right to decline to follow any such direction if the Trustee
reasonably determines that the action so directed may not lawfully be taken or
if the Trustee in good faith shall, by a Responsible Officer, determine that the
proceedings so directed may involve it in personal liability; provided that the
Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction.

Section 6.06. Limitation on Suits.

            Subject to Section 6.07 below, a Noteholder may not institute any
proceeding or pursue any remedy with respect to this Indenture or the Notes
unless:

            (1) the Holder gives to the Trustee written notice of a continuing
      Event of Default;

            (2) the Holders of at least 25% in aggregate principal amount of the
      Notes then outstanding make a written request to the Trustee to pursue the
      remedy;

            (3) such Holder or Holders offer and if requested provide to the
      Trustee indemnity reasonably satisfactory to the Trustee against any loss,
      liability or expense;

            (4) the Trustee does not comply with the written request within 60
      days after receipt of the request and the offer, and, if requested
      provision, of indemnity; and
<PAGE>
                                      -77-


            (5) no written direction inconsistent with such written request has
      been given to the Trustee during such 60-day period by the Holders of a
      majority in aggregate principal amount of the Notes then outstanding.

            A Noteholder may not use this Indenture to prejudice the rights of
another Noteholder or to obtain a preference or priority over another
Noteholder.

Section 6.07. Rights of Holders To Receive Payment.

            Notwithstanding any other provision of this Indenture, the right of
any Holder to receive payment of principal of, or premium, if any, and interest
of the Note (including Additional Interest) on or after the respective due dates
expressed in the Note, or to bring suit for the enforcement of any such payment
on or after such respective dates, is absolute and unconditional and shall not
be impaired or affected without the consent of the Holder.

Section 6.08. Collection Suit by Trustee.

            If an Event of Default in payment of principal, premium or interest
specified in Section 6.01(1) or (2) hereof occurs and is continuing, the Trustee
may recover judgment in its own name and as Trustee of an express trust against
the Issuer (or any other obligor on the Notes) for the whole amount of unpaid
principal and accrued interest remaining unpaid, together with interest on
overdue principal and, to the extent that payment of such interest is lawful,
interest on overdue installments of interest, in each case at the rate set forth
in the Notes, and such further amounts as shall be sufficient to cover the costs
and expenses of collection, including the compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel.

Section 6.09. Trustee May File Proofs of Claim.

            The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel) and the Noteholders allowed in
any judicial proceedings relative to the Issuer (or any other obligor upon the
Notes), its creditors or its property and shall be entitled and empowered to
collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute the same after deduction of its charges and
expenses to the extent that any such charges and expenses are not paid out of
the estate in any such proceedings and any custodian in any such judicial
proceeding is hereby authorized by each Noteholder to make such payments to the
Trustee, and in the event that the Trustee shall consent to the making of such
payments directly to the Noteholders, to pay to the Trustee any amount due to
them for the compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section 7.07
hereof.
<PAGE>
                                      -78-


            Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Noteholder any plan
or reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof, or to authorize the Trustee to vote in respect
of the claim of any Noteholder in any such proceedings.

Section 6.10. Priorities.

            If the Trustee collects any money pursuant to this Article 6, they
shall pay out the money in the following order:

            FIRST: to the Trustee for amounts due under Section 7.07 hereof;

            SECOND: to the Noteholders for amounts due and unpaid on the Notes
      for principal, premium, if any, and interest (including Additional
      Interest, if any) as to each, ratably, without preference or priority of
      any kind, according to the amounts due and payable on the Notes; and

            THIRD: to the Issuer or, to the extent the Trustee collects any
      amount from any Guarantor, to such Guarantor.

            The Trustee may fix a record date and payment date for any payment
      to Noteholders pursuant to this Section 6.10.

Section 6.11. Undertaking for Costs.

            In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.07 hereof or a suit by Holders of more than 10% in
principal amount of the Notes then outstanding.

Section 6.12. Restoration of Rights and Remedies.

            If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every case, subject to any
determination in such proceeding, the Issuer, the Trustee and the Holders shall
be restored severally and respectively to their former positions hereunder and
<PAGE>
                                      -79-


thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

                                   ARTICLE 7.

                                     TRUSTEE

Section 7.01. Duties of Trustee.

            (a) If an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in them by this
Indenture and use the same degree of care and skill in its exercise as a prudent
man would exercise or use under the same circumstances in the conduct of his own
affairs.

            (b) Except during the continuance of an Event of Default:

            (1) The Trustee need perform only those duties that are specifically
      set forth in this Indenture and no others.

            (2) In the absence of bad faith on its part, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon certificates or opinions furnished
      to the Trustee and conforming to the requirements of this Indenture but,
      in the case of any such certificates or opinions which by any provision
      hereof are specifically required to be furnished to the Trustee, the
      Trustee shall be under a duty to examine the same to determine whether or
      not they conform to the requirements of this Indenture (but need not
      confirm or investigate the accuracy of mathematical calculations or other
      facts stated therein).

            (c) The Trustee may not be relieved from liability for its own
grossly negligent action, its own grossly negligent failure to act, or its own
willful misconduct, except that:

            (1) This paragraph does not limit the effect of paragraph (b) of
      this Section 7.01.

            (2) The Trustee shall not be liable for any error of judgment made
      in good faith by a Responsible Officer, unless it is conclusively
      determined by a court of competent jurisdiction that the Trustee was
      grossly negligent in ascertaining the pertinent facts.
<PAGE>
                                      -80-


            (3) The Trustee shall not be liable with respect to any action it
      takes or omits to take in good faith in accordance with a direction
      received by it pursuant to Sections 6.02, 6.05 or 6.06 hereof.

            (4) No provision of this Indenture shall require the Trustee to
      expend or risk its own funds or otherwise incur any financial or other
      liability in the performance of any of its powers or duties if it shall
      have reasonable grounds for believing that repayment of such funds or
      adequate indemnity reasonably satisfactory to it against such risk or
      liability is not reasonably assured to it.

            (d) Whether or not therein expressly so provided, paragraphs (a),
(b), (c) and (e) of this Section 7.01 shall govern every provision of this
Indenture that in any way relates to the Trustee.

            (e) The Trustee may refuse to perform any duty or exercise any right
or power unless it receives indemnity reasonably satisfactory to it in its sole
discretion against any loss, liability, expense or fee.

            (f) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may expressly agree in writing with the
Issuer. Money held in trust by the Trustee need not be segregated from other
funds except to the extent required by the law.

Section 7.02. Rights of Trustee.

            Subject to Section 7.01 hereof:

            (1) The Trustee may rely conclusively on any document reasonably
      believed by it to be genuine and to have been signed or presented by the
      proper person. The Trustee need not investigate any fact or matter stated
      in the document and may fully rely as to the correctness thereof.

            (2) Any request or direction of the Issuer mentioned herein shall be
      sufficiently evidenced by an Issuer Request and any resolution of the
      Board of Directors shall be sufficiently evidenced by a Board Resolution.

            (3) Before the Trustee acts or refrains from acting, it may require
      an Officers' Certificate or an Opinion of Counsel, or both, which shall
      conform to the provisions of Section 12.05 hereof. The Trustee shall be
      fully protected and shall not be liable for any action it takes or omits
      to take in good faith in reliance on such certificate or opinion.
<PAGE>
                                      -81-


            (4) The Trustee may act through its attorneys and agents and shall
      not be responsible for the misconduct or negligence of any agent appointed
      by it with due care.

            (5) The Trustee shall not be liable for any action it takes or omits
      to take in good faith which it reasonably believes to be authorized or
      within its rights or powers; provided that the Trustee's conduct does not
      constitute gross negligence, willful misconduct or bad faith.

            (6) The Trustee may consult with counsel of its selection, and the
      advice or opinion of such counsel as to matters of law in respect to this
      Indenture or the Notes shall be full and complete authorization and
      protection from liability in respect of any action taken, omitted or
      suffered by it hereunder in good faith and in accordance with the advice
      or opinion of such counsel.

            (7) Whenever in the administration of this Indenture the Trustee
      shall deem it desirable that a matter be proved or established prior to
      taking, suffering or omitting any action hereunder, the Trustee (unless
      other evidence be herein specifically prescribed) may request and, in the
      absence of bad faith on its part, rely conclusively upon an Officers'
      Certificate or Opinion of Counsel.

            (8) The Trustee shall not be bound to make any investigation into
      the facts or matters stated in any resolution, certificate, statement,
      instrument, opinion, report, notice, request, direction, consent, order,
      bond, debenture, note, coupon or other paper or document, but the Trustee,
      in its discretion, may make such further inquiry or investigation into
      such facts or matters as they may see fit, and, if the Trustee shall
      determine to make such further inquiry or investigation, it shall be
      entitled to examine the books, records and premises of the Issuer,
      personally or by agent or attorney.

Section 7.03. Individual Rights of Trustee.

            The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may make loans to, accept deposits from, perform
services for or otherwise deal with the Issuer or any Guarantor, or any
Affiliates thereof, with the same rights it would have if it were not Trustee.
Any Agent may do the same with like rights. The Trustee, however, shall be
subject to Sections 7.10 and 7.11 hereof.

Section 7.04. Trustee's Disclaimer.

            The Trustee shall not be responsible for and make no representation
as to the validity or adequacy of this Indenture or the Notes or any Guarantee,
it shall not be accountable for the Issuer's or any Guarantor's use of the
proceeds from the sale of Notes or any money paid to the Issuer or any Guarantor
pursuant to the terms of this Indenture and it shall
<PAGE>
                                      -82-


not be responsible for any recital in the Notes, any Guarantee or this Indenture
other than the Trustee' certificate of authentication.

Section 7.05. Notice of Defaults.

            If a Default or Event of Default occurs and is continuing and if it
is actually known to a Responsible Officer of the Trustee, the Trustee shall
mail to each Noteholder notice of the Default or Event of Default within 30 days
after a Responsible Officer of the Trustee receives notice of such occurrence.
Except in the case of a Default or Event of Default in payment of the principal
of, or premium, if any, or interest on any Note or a Default or Event of Default
in the observance or performance of any of the obligations of the Issuer under
Article Five, the Trustee may withhold the notice if and so long as a committee
of its Responsible Officers in good faith determine(s) that withholding the
notice is in the best interest of the Noteholders.

Section 7.06. Reports by Trustee to Holders.

            If required by TIA Section 313(a), within 60 days after April 15 of
any year, commencing April 15, 2003, the Trustee shall mail to each Noteholder a
brief report dated as of such April 15 that complies with TIA Section 313(a).
The Trustee also shall comply with TIA Section 313(b)(2). The Trustee shall also
transmit by mail all reports as required by TIA Section 313(c) and TIA Section
313(d).

            Reports pursuant to this Section 7.06 shall be transmitted by mail:

            (1) to all Holders, as the names and addresses of such Holders
      appear on the Registrar's books; and

            (2) to such Holders as have, within the two years preceding such
      transmission, filed their names and addresses with the Trustee for that
      purpose.

            A copy of each report at the time of its mailing to Noteholders
shall be filed with the Commission and each stock exchange on which the Notes
are listed. The Issuer shall promptly notify the Trustee in writing when the
Notes are listed on any stock exchange.

Section 7.07. Compensation and Indemnity.

            The Issuer and any Guarantor shall pay to the Trustee and Agents
from time to time such compensation for their services hereunder as may be
agreed from time to time by the parties (which compensation shall not be limited
by any provision of law in regard to the compensation of a trustee of an express
trust). The Issuer and any Guarantor shall reimburse the Trustee and Agents upon
request for all disbursements, expenses and advances incurred or
<PAGE>
                                      -83-


made by them in connection with their duties under this Indenture, including the
compensation, disbursements and expenses of the Trustee's agents and counsel.

            The Issuer and any Guarantor shall indemnify and protect the
Trustee, any predecessor Trustee, each Agent and each of their officers,
directors, employees, agents, and attorneys for, and hold each of them harmless
against, any and all loss, damage, claim, liability or expense, including,
without limitation, taxes (other than taxes based on the income of the Trustee
or such Agent) and attorneys' fees and expenses incurred by each of them in
connection with the acceptance or performance of their duties under this
Indenture including the costs and expenses of defending themselves against any
claim or liability in connection with the exercise or performance of any of
their powers or duties hereunder (including, without limitation, settlement
costs). The Trustee or Agent, as the case may be, shall notify the Issuer and
any Guarantor in writing promptly of any claim asserted against the Trustee or
Agent for which they may seek indemnity. However, the failure by the Trustee or
Agent to so notify the Issuer and any Guarantors shall not relieve the Issuer
and any Guarantor of their obligations hereunder, except to the extent the
Issuer and any Guarantor are prejudiced thereby.

            Notwithstanding the foregoing, the Issuer and any Guarantor need not
reimburse the Trustee or any Agent for any expense or indemnify them against any
loss or liability incurred by the Trustee or such Agent, as the case may be,
resulting from their own gross negligence, willful misconduct or bad faith. To
secure the payment obligations of the Issuer and any Guarantor in this Section
7.07, the Trustee shall have a Lien prior to the Notes on all money or property
held or collected by the Trustee except such money or property held in trust to
pay principal of and interest on particular Notes. The obligations of the Issuer
and any Guarantor under this Section 7.07 to compensate and indemnify the
Trustee and each predecessor Trustee and to pay or reimburse the Trustee and
each predecessor Trustee for expenses, disbursements and advances shall be joint
and several liabilities of the Issuer and any Guarantor and shall survive the
resignation or removal of the Trustee and the satisfaction, discharge or other
termination of this Indenture, including any termination or rejection hereof
under any Bankruptcy Law.

            When the Trustee incurs expenses or render services after an Event
of Default specified in Section 6.01(7) or (8) hereof occurs, the expenses and
the compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

            For purposes of this Section 7.07, the term "Trustee" shall include
any trustee appointed pursuant to Article 9.

Section 7.08. Replacement of Trustee.

            The Trustee may resign at any time by notifying the Issuer and any
Guarantor in writing. The Holders of a majority in aggregate principal amount of
the outstanding Notes may remove a Trustee by notifying the Issuer and the
removed Trustee in writing and may
<PAGE>
                                      -84-


appoint a successor Trustee with the Issuer's written consent, which consent
shall not be unreasonably withheld. The Issuer may remove a Trustee at its
election if:

            (1) a Trustee fails to comply with Section 7.10 hereof;

            (2) a Trustee is adjudged a bankrupt or an insolvent;

            (3) a receiver or other public officer takes charge of a Trustee or
      its property; or

            (4) a Trustee otherwise becomes incapable of performing its duties
      hereunder.

            If a Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Issuer shall notify the Holders of such
event and shall promptly appoint a successor Trustee. Within one year after the
successor Trustee takes office, the Holders of a majority in aggregate principal
amount of the Notes then outstanding may appoint a successor Trustee to replace
the successor Trustee appointed by the Issuer.

            If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the
Holders of a majority in aggregate principal amount of the outstanding Notes
may, at the Issuer's expense, petition any court of competent jurisdiction for
the appointment of a successor Trustee.

            If the Trustee fails to comply with Section 7.10 hereof, any
Noteholder may petition any court of competent jurisdiction for the removal of
the Trustee and the appointment of a successor Trustee.

            A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Issuer. Immediately following
such delivery, the retiring Trustee shall, at the Issuer's expense, subject to
its rights under Section 7.07 hereof, transfer all property held by it as
Trustee to the successor Trustee, the resignation or removal of the retiring
Trustee shall become effective, and the successor Trustee shall have all the
rights, powers and duties of the Trustee under this Indenture. A successor
Trustee shall mail notice of its succession to each Noteholder. Notwithstanding
replacement of the Trustee pursuant to this Section 7.08, the Issuer's and any
Guarantor's obligations under Section 7.07 hereof shall continue for the benefit
of the retiring Trustee.

Section 7.09. Successor Trustee by Consolidation, Merger, Etc.

            If a Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust assets to, another
corporation, subject to Section 7.10
<PAGE>
                                      -85-


hereof, the successor corporation without any further act shall be the successor
Trustee; provided such entity shall be otherwise qualified and eligible under
this Article 7.

            In case at the time such successor or successors by merger,
conversion or consolidation to the Trustee shall succeed to the trusts created
by this Indenture any of the Notes shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor Trustee, and deliver such Notes so
authenticated; and in case at that time any of the Notes shall not have been
authenticated, any successor to the Trustee may authenticate such Notes in the
name of any predecessor hereunder or in the name of the successor to the
Trustee; and in all such cases such certificates shall have the full force which
it is anywhere in the Notes or in this Indenture provided that the certificate
of the Trustee shall have.

Section 7.10. Eligibility; Disqualification.

            (a) This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1) and (2) in every respect. Any successor
Trustee shall have a combined capital and surplus of at least U.S.$500,000,000
as set forth in the most recent applicable published annual report of condition.
The Trustee shall comply with TIA Section 310(b), including the provision in
Section 310(b)(1).

            (b) It is the purpose of this Indenture that there shall be no
violation of any law of any jurisdiction (including the laws of the Province of
Ontario) denying or restricting the right of banking corporations or
associations to transact business as the Trustee in such jurisdiction. It is
recognized that, in particular, in order to comply with any provision of the
Trust Indenture Legislation or in case of litigation under this Indenture, the
Notes, and in particular in case of the enforcement of this Indenture, upon a
Default or Event of Default, or in case the Trustee deems that by reason of any
present or future law of any jurisdiction it may not exercise any of the powers,
rights or remedies herein granted to the Trustee or take any other action which
may be desirable or necessary in connection therewith, it may be necessary,
appropriate or expeditious that the Trustee appoint, and the Trustee is hereby
empowered to so appoint, an additional individual or institution as a separate
trustee or co-trustee (the "Co-Trustee"). The Trustee shall promptly notify the
Issuer of any such appointment in writing, and any such Co-Trustee shall be
entitled to payment and reimbursement pursuant to Section 7.07.

            In the event that the Trustee appoints an additional individual or
institution as a Co-Trustee, each and every remedy, power, right, claim, demand,
cause of action and immunity expressed or intended by this Indenture, or by the
Notes to be exercised by or vested in or conveyed to the Trustee with respect
thereto shall be exercisable by and vest in such Co-Trustee, but only to the
extent necessary to enable such Co-Trustee to exercise such powers, rights and
remedies, and every covenant and obligation necessary to the exercise thereof by
such Co-Trustee shall run to and be enforceable by either of them; provided,
however, that for
<PAGE>
                                      -86-


all the purposes of this Indenture, a written notice to the Trustee by the
Issuer shall be deemed, except as otherwise specifically provided for herein, to
constitute a valid notice to any Co-Trustee. It is therefore recognized that it
will be the responsibility of the Trustee upon appointment by it of any
Co-Trustee to ensure that the Co-Trustee will receive, as and when needed for
the performance of its obligations and rights hereunder, any documents,
certificates or notices received by the Trustee from the Issuer pursuant to this
Indenture. Should any instrument in writing from the Issuer be required by the
Co-Trustee so appointed by the Trustee for more fully and certainly vesting in
and confirming to him, her or it such properties, rights, powers, trusts, duties
and obligations, any and all such instruments in writing shall, on request, be
executed, acknowledged and delivered by the Issuer. In the event that any
Co-Trustee or a successor thereto shall die, become incapable of acting, resign
or be removed, all the rights, powers, trusts, duties and obligations of such
Co-Trustee, so far as permitted by law, shall vest in and be exercised by the
Trustee until the appointment of a new Co-Trustee.

Section 7.11. Preferential Collection of Claims Against the Issuer.

            The Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated
therein.

Section 7.12. Paying Agents.

            The Issuer shall cause each Paying Agent other than the Trustee to
execute and deliver to it and the Trustee an instrument in which such Agent
shall agree with the Trustee, subject to the provisions of this Section 7.12:

            (A) that it will hold all sums held by it as agent for the payment
      of principal of, or premium, if any, or interest on, the Notes (whether
      such sums have been paid to it by the Issuer or by any obligor on the
      Notes) in trust for the benefit of Holders or the Trustee;

            (B) that it will at any time during the continuance of any Event of
      Default, upon written request from the Trustee, deliver to the Trustee all
      sums so held in trust by it together with a full accounting thereof; and

            (C) that it will give the Trustee written notice within three (3)
      Business Days of any failure of the Issuer (or by any obligor on the
      Notes) in the payment of any installment of the principal of, premium, if
      any, or interest on, the Notes when the same shall be due and payable.
<PAGE>
                                      -87-


Section 7.13. Trustee Not To Be Appointed Receiver.

            Neither the Trustee nor any "related person," as defined in the
Business Corporations Act (Ontario), to the Trustee shall be appointed a
receiver or receiver and manager or liquidator of all or any part of the assets
or undertaking of the Issuer.

Section 7.14. Disclosure of Names and Addresses of Holders.

            (a) Upon written application to the Trustee in accordance with Trust
Indenture Legislation, Holders may communicate pursuant to Trust Indenture
Legislation with other Holders with respect to their rights under this Indenture
or the Notes.

            (b) In addition, a Holder may, upon payment to the Trustee of a
reasonable fee and subject to compliance with any applicable requirement of
Trust Indenture Legislation, require the Trustee to furnish within 10 days after
receiving the affidavit or statutory declaration of such Holder referred to
below, a list setting out (i) the name and address of every Holder, (ii) the
aggregate principal amount of Notes owned by each Holder and (iii) the aggregate
principal amount of outstanding Notes, each as shown on the records of the
Trustee on the day that the affidavit or statutory declaration is delivered to
the Trustee. The affidavit or statutory declaration, as the case may be, shall
contain (x) the name, address and occupation of the Holder, (y) where the Holder
is a corporation, its name and address for service and (z) a statement that the
list will not be used except in connection with an effort to influence the
voting of the Holders, an offer to acquire Notes, or any other matter relating
to the Notes or the affairs of the Issuer. Where the Holder is a corporation,
the affidavit or statutory declaration shall be made by a director or officer of
the Holder.

            (c) Every Holder, by receiving and holding the same, agrees with the
Issuer and the Trustee that neither the Issuer nor the Trustee shall be held
accountable by reason of the disclosure of such list of the names and addresses
of the Holders, regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing
any material pursuant to a request made under Trust Indenture Legislation.
<PAGE>
                                      -88-


                                   ARTICLE 8.

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 8.01. Without Consent of Holders.

            The Issuer and any Guarantor, when authorized by a Board Resolution
of each of them, and the Trustee may amend, waive or supplement this Indenture
or the Notes without notice to or consent of any Noteholder:

            (1) to comply with Section 5.01 hereof;

            (2) to provide for uncertificated Notes in addition to or in place
      of certificated Notes;

            (3) to comply with any requirements of the Commission under the TIA;

            (4) to cure any ambiguity, defect or inconsistency;

            (5) in reliance on an Opinion of Counsel, to make any other change
      that does not materially and adversely affect the rights of any
      Noteholders hereunder;

            (6) to add a Guarantor;

            (7) to provide for the issuance of the Exchange Notes or the Private
      Exchange Notes in accordance with Section 2.01 hereof in a manner that
      does not adversely affect the rights of any Noteholder, as evidenced by an
      Opinion of Counsel; or

            (8) to appoint any Co-Trustee in accordance with Section 7.10
      hereof.

            The Trustee is hereby authorized to join with the Issuer in the
execution of any supplemental indenture authorized or permitted by the terms of
this Indenture and to make any further appropriate agreements and stipulations
which may be therein contained, but the Trustee shall not be obligated to enter
into any such supplemental indenture which adversely affects its own rights,
duties or immunities under this Indenture.

Section 8.02. With Consent of Holders.

            The Issuer and any Guarantor (each when authorized by a Board
Resolution) and the Trustee may modify or supplement this Indenture and the
Notes with the written consent of the Holders of not less than a majority in
aggregate principal amount of the outstanding Notes. The Holders of not less
than a majority in aggregate principal amount of the outstanding Notes may
waive compliance in writing in a particular instance by the Issuer with
<PAGE>
                                      -89-


any provision of this Indenture or the Notes. Subject to Section 8.04, without
the consent of each Noteholder affected, however, an amendment, supplement or
waiver, including a waiver pursuant to Section 6.04, may not:

            (1) reduce the amount of Notes whose Holders must consent to an
      amendment, supplement or waiver to this Indenture;

            (2) reduce the rate of or change the time for payment of interest,
      including defaulted interest, on any Note;

            (3) reduce the principal of or premium on or change the stated
      maturity of any Note or change the date on which any Notes may be subject
      to redemption or repurchase or reduce the redemption or repurchase price
      thereof;

            (4) make any Note payable in money other than that stated in the
      Note;

            (5) waive a default on the payment of the principal of, interest on,
      or redemption payment with respect to any Note;

            (6) make any change in the provisions of this Indenture protecting
      the right of each Holder to receive payment of the principal of and
      interest on such Note on or after the due date thereof or to bring suit to
      enforce such payment, or permitting Holders of a majority in principal
      amount of Notes to waive Defaults or Events of Default;

            (7) subordinate the Notes or the Guarantees to any other
      Indebtedness or otherwise modify or change any provision of this Indenture
      or the related definitions affecting the ranking of the Notes in a manner
      which adversely affects the Holders; or

            (8) release any Guarantor from any of its obligations under its
      Guarantee or this Indenture otherwise than in accordance with the terms of
      this Indenture.

            After an amendment, supplement or waiver under this Section 8.02 or
Section 8.01 becomes effective, the Issuer shall mail to the Holders a notice
briefly describing the amendment, supplement or waiver.

            Upon the written request of the Issuer, accompanied by a Board
Resolution authorizing the execution of any such supplemental indenture, and
upon the receipt by the Trustee of evidence satisfactory to the Trustee of the
consent of the Noteholders as aforesaid and upon receipt by the Trustee of the
documents described in Section 8.06 hereof, the Trustee shall, at the Issuer's
expense, join with the Issuer in the execution of such supplemental indenture
unless such supplemental indenture adversely affects the Trustee's own rights,
duties or immunities under this Indenture, in which case the Trustee may, but
shall not be obligated to, enter into such supplemental indenture.
<PAGE>
                                      -90-


            It shall not be necessary for the consent of the Holders under this
Section 8.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

Section 8.03. Compliance with the TIA.

            Every amendment to or supplement of this Indenture or the Notes
shall comply with the TIA as then in effect.

Section 8.04. Revocation and Effect of Consents.

            Until an amendment, supplement, waiver or other action becomes
effective, a consent to it by a Holder is a continuing consent conclusive and
binding upon such Holder and every subsequent Holder of the same Note or portion
thereof, and of any Note issued upon the transfer thereof or in exchange
therefor or in place thereof, even if notation of the consent is not made on any
such Note. Any such Holder or subsequent Holder, however, may revoke the consent
as to his Note or portion of a Note, if the Trustee receives the written notice
of revocation before the date the amendment, supplement, waiver or other action
becomes effective.

            The Issuer may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment,
supplement, or waiver. If a record date is fixed, then, notwithstanding the
preceding paragraph, those Persons who were Holders at such record date (or
their duly designated proxies), and only such Persons, shall be entitled to
consent to such amendment, supplement, or waiver or to revoke any consent
previously given, whether or not such Persons continue to be Holders after such
record date. No such consent shall be valid or effective for more than 90 days
after such record date unless the written consent of the requisite number of
Holders has been obtained.

            After an amendment, supplement, waiver or other action becomes
effective, it shall bind every Noteholder, unless it makes a change described in
any of clauses (1) through (8) of Section 8.02. In that case the amendment,
supplement, waiver or other action shall bind each Noteholder who has consented
to it and every subsequent Holder of a Note or portion of a Note that evidences
the same Indebtedness as the consenting Holder's Note.

Section 8.05. Notation on or Exchange of Notes.

            If an amendment, supplement, or waiver changes the terms of a Note,
the Trustee (in accordance with the specific written direction of the Issuer)
shall request the Holder of the Note (in accordance with the specific written
direction of the Issuer) to deliver it to the Trustee. In such case, the Trustee
shall place an appropriate notation (as determined in writing by the Issuer) on
the Note about the changed terms and return it to the Holder. Alternatively, if
the Issuer so determines, the Issuer in exchange for the Note shall issue, any
Guaran-
<PAGE>
                                      -91-


tor shall endorse, and the Trustee shall authenticate a new Note that reflects
the changed terms. Failure to make the appropriate notation or issue a new Note
shall not affect the validity and effect of such amendment, supplement or
waiver.

Section 8.06. Trustee To Sign Amendments, etc.

            The Trustee shall sign any amendment, supplement or waiver
authorized pursuant to this Article 8 if the amendment, supplement or waiver
does not adversely affect the rights, duties, liabilities or immunities of the
Trustee. If, in the reasonable judgment of the Trustee, it does, the Trustee
may, but need not, sign it. In signing or refusing to sign any amendment,
supplement or waiver the Trustee shall be entitled to receive and, subject to
Section 7.01 hereof, shall be fully protected in relying conclusively upon an
Officers' Certificate and an Opinion of Counsel stating, in addition to the
matters required by Section 12.04, that such amendment, supplement or waiver is
authorized or permitted by this Indenture and is a legal, valid and binding
obligation of the Issuer and any Guarantor, enforceable against the Issuer and
any Guarantor in accordance with its terms (subject to customary exceptions).

                                   ARTICLE 9.

                       DISCHARGE OF INDENTURE; DEFEASANCE

Section 9.01. Discharge of Indenture.

            The Issuer may terminate its obligations under the Notes and this
Indenture as well as the obligations of any Guarantors under their respective
Guarantees, except those obligations referred to in the penultimate paragraph of
this Section 9.01 if:

            (1) either (a) all the Notes authenticated and delivered (except
      lost, stolen or destroyed Notes which have been replaced or paid and Notes
      for whose payment money has been deposited in trust or segregated and held
      in trust by the Issuer and thereafter repaid to the Issuer or discharged
      from such trust) have been delivered to the Trustee for cancellation; or
      (b) all Notes not delivered to the Trustee for cancellation have become
      due and payable and the Issuer has irrevocably deposited or caused to be
      deposited with the Trustee funds in an amount sufficient to pay and
      discharge the entire Indebtedness on the Notes not delivered to the
      Trustee for cancellation, for principal of, premium, if any, and interest
      on the Notes to the date of deposit together with irrevocable written
      instructions from the Issuer directing the Trustee to apply such funds to
      the payment thereof at maturity or redemption, as the case may be;

            (2) the Issuer has paid all other sums payable under this Indenture
      by the Issuer, including any amounts due to the Trustee; and
<PAGE>
                                      -92-


            (3) the Issuer has delivered to the Trustee an Officers' Certificate
      and an Opinion of Counsel stating that all conditions precedent under this
      Indenture relating to the satisfaction and discharge of this Indenture
      have been complied with.

            Notwithstanding the first paragraph of this Section 9.01, the
Issuer's obligations in Sections 2.06, 2.07, 2.08, 2.09, 4.21, 7.07, this
paragraph of this Section 9.01, 9.05 and 9.06 shall survive until the Notes are
no longer outstanding pursuant to the last paragraph of Section 2.09. After the
Notes are no longer outstanding, the Issuer's obligations in Sections 7.07, 9.05
and 9.06 shall survive.

            After such delivery or irrevocable deposit, the Trustee upon written
request shall acknowledge in writing the discharge of the Issuer's and each
Guarantor's obligations under the Notes, the Guarantees and this Indenture
except for those surviving obligations specified above.

Section 9.02. Legal Defeasance.

            The Issuer may at its option, by Board Resolution of the Board of
Directors of the Issuer, be discharged from its obligations with respect to the
Notes on the date the conditions set forth in Section 9.04 below are satisfied
(hereinafter, "Legal Defeasance"). For this purpose, such Legal Defeasance means
that the Issuer shall be deemed to have paid and discharged the entire
Indebtedness represented by the Notes and to have satisfied all its other
obligations under such Notes and this Indenture insofar as such Notes are
concerned (and the Trustee, at the expense of the Issuer, shall, subject to
Section 9.06 hereof, execute instruments in form and substance reasonably
satisfactory to the Trustee and Issuer acknowledging the same), except for the
following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of outstanding Notes to receive solely from
the trust funds described in Section 9.04 hereof and as more fully set forth in
such Section, payments in respect of the principal of, premium, if any, and
interest on such Notes when such payments are due, (B) the Issuer's obligations
with respect to such Notes under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08,
2.09 and 4.21 hereof, (C) the rights, powers, trusts, duties, and immunities of
the Trustee hereunder (including claims of, or payments to, the Trustee under or
pursuant to Section 7.07 hereof) and (D) this Article 9. Subject to compliance
with this Article 9, the Issuer may exercise its option under this Section 9.02
with respect to the Notes notwithstanding the prior exercise of its option under
Section 9.03 below with respect to the Notes.

Section 9.03. Covenant Defeasance.

            At the option of the Issuer, pursuant to a Board Resolution of the
Board of Directors of the Issuer, the Issuer shall be released from its
respective obligations under Sections 4.02 through 4.20 and Sections 4.22
through 4.23 hereof, inclusive, with respect to the outstanding Notes on and
after the date the conditions set forth in Section 9.04 hereof are sat-
<PAGE>
                                      -93-


isfied (hereinafter, "Covenant Defeasance"). For this purpose, such Covenant
Defeasance means that the Issuer may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
specified Section or portion thereof, whether directly or indirectly by reason
of any reference elsewhere herein to any such specified Section or portion
thereof or by reason of any reference in any such specified Section or portion
thereof to any other provision herein or in any other document, but the
remainder of this Indenture and the Notes shall be unaffected thereby.

Section 9.04. Conditions to Legal Defeasance or Covenant Defeasance.

            The following shall be the conditions to application of Section 9.02
or Section 9.03 hereof to the outstanding Notes:

            (1) the Issuer shall irrevocably have deposited or caused to be
      deposited with the Trustee (or another trustee satisfying the requirements
      of Section 7.10 hereof who shall agree to comply with the provisions of
      this Article 9 applicable to it) as funds in trust for the purpose of
      making the following payments, specifically pledged as security for, and
      dedicated solely to, the benefit of the Holders of the Notes, money in
      U.S. dollars or Government Obligations which through the scheduled payment
      of principal and interest in respect thereof in accordance with their
      terms, will provide, not later than one day before the due date of any
      payment on the Notes, money in U.S. dollars, or a combination thereof, in
      such amounts as will be sufficient, in the opinion of a
      nationally-recognized firm of independent public accountants reasonably
      satisfactory to the Trustee and expressed in a written certification
      thereof delivered to the Trustee, to pay and discharge the principal of,
      premium, if any, and accrued interest on the Notes at the maturity date of
      such principal, premium, if any, or interest, or on dates for payment and
      redemption of such principal, premium, if any, and interest selected in
      accordance with the terms of this Indenture and of the Notes; provided
      that the Trustee shall have been irrevocably instructed in writing to
      apply such money or the proceeds of such Government Obligations to the
      payment of such principal, premium, if any, and interest with respect to
      the Notes;

            (2) no Event of Default or Default shall have occurred and be
      continuing on the date of such deposit or, insofar as Events of Default
      specified in Section 6.01(7) or (8) are concerned, at any time during the
      period ending on the 91st day after the date of such deposit;

            (3) such Legal Defeasance or Covenant Defeasance shall not cause the
      Trustee to have a conflicting interest for purposes of the TIA with
      respect to any securities of the Issuer;

            (4) such Legal Defeasance or Covenant Defeasance shall not result in
      a breach or violation of, or constitute default under this Indenture or
      any other material
<PAGE>
                                      -94-


      agreement or instrument to which the Issuer or any of its Subsidiaries are
      a party or by which the Issuer or any of its Subsidiaries are bound;

            (5) the Issuer shall have delivered to the Trustee an Opinion of
      Counsel from U.S. Counsel stating that, as a result of such Legal
      Defeasance or Covenant Defeasance, neither the trust nor the Trustee will
      be required to register as an investment company under the Investment
      Company Act of 1940, as amended;

            (6) in the case of an election under Section 9.02 above, the Issuer
      shall have delivered to the Trustee an Opinion of Counsel from U.S.
      counsel describing either a private ruling concerning the Notes or a
      published ruling of the Internal Revenue Service, to the effect that the
      Holders or persons in their positions will not recognize income, gain or
      loss for federal income tax purposes solely as a result of such Legal
      Defeasance and will be subject to federal income tax on the same amounts,
      in the same manner, including as a result of prepayment, and at the same
      times as would have been the case if such Legal Defeasance had not
      occurred and an Opinion of Counsel from Canadian counsel reasonably
      acceptable to the Trustee confirming that the Holders will not recognize
      income, gain or loss for Canadian federal, provincial or territorial
      income tax purposes as a result of such defeasance and will be subject to
      Canadian federal, provincial or territorial income tax (including
      withholding tax) on the same amounts, in the same manner and at the same
      times as would have been the case if such defeasance had not occurred;

            (7) in the case of an election under Section 9.03 hereof, the Issuer
      shall have delivered to the Trustee an Opinion of Counsel from U.S.
      counsel describing either a private ruling concerning the Notes or a
      published ruling of the Internal Revenue Service, to the effect that the
      Holders will not recognize income, gain or loss for federal income tax
      purposes as a result of such Covenant Defeasance and will be subject to
      federal income tax on the same amounts, in the same manner and at the same
      times as would have been the case if such Covenant Defeasance had not
      occurred and an Opinion of Counsel from Canadian counsel reasonably
      acceptable to the Trustee confirming that the Holders will not recognize
      income, gain or loss for Canadian federal, provincial or territorial
      income tax purposes as a result of such defeasance and will be subject to
      Canadian federal, provincial or territorial income tax (including
      withholding tax) on the same amounts, in the same manner and at the same
      times as would have been the case if such defeasance had not occurred;

            (8) the Issuer shall have delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent provided for relating to either the Legal Defeasance under
      Section 9.02 above or the Covenant Defeasance under Section 9.03 hereof
      (as the case may be) have been complied with;
<PAGE>
                                      -95-


            (9) the Issuer shall have delivered to the Trustee an Officers'
      Certificate stating that the deposit under clause (1) was not made by the
      Issuer with the intent of preferring the Holders over any other creditors
      of the Issuer or with the intent of defeating, hindering, delaying or
      defrauding any creditors of the Issuer or others;

            (10) the Issuer shall have delivered to the Trustee an Opinion of
      Counsel to the effect after the 91st day following the deposit, the trust
      funds will not be subject to the effect of any applicable bankruptcy,
      insolvency, reorganization or similar laws affecting creditors' rights
      generally; and

            (11) the Issuer shall have paid or duly provided for payment under
      terms mutually satisfactory to the Issuer and the Trustee all amounts then
      due to the Trustee pursuant to Section 7.07 hereof.

            Notwithstanding the foregoing, the Opinions of Counsel required by
clauses (5), (6) and (7) of this Section 9.04 need not be delivered if all Notes
not theretofore delivered to the Trustee for cancellation (a) have become due
and payable or (b) will become due and payable on the Maturity Date within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Issuer.

Section 9.05. Deposited Money and Government Obligations To Be Held in Trust;
              Other Miscellaneous Provisions.

            All money and Government Obligations (including the proceeds
thereof) deposited with the Trustee pursuant to Section 9.04 hereof in respect
of the outstanding Notes shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent, to the Holders of such Notes, of
all sums due and to become due thereon in respect of principal, premium, if any,
and accrued interest. The Trustee shall be under no obligation to invest such
money or Government Obligations except as it may agree in writing with the
Issuer.

            The Issuer and any Guarantors shall (on a joint and several basis)
pay and indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the money or Government Obligations deposited pursuant to
Section 9.04 hereof or the principal, premium, if any, and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of the outstanding Notes.

            Anything in this Article 9 to the contrary notwithstanding, the
Trustee shall deliver or pay to the Issuer from time to time upon an Issuer
Request any money or Government Obligations held by it as provided in Section
9.04 hereof which, in the opinion of a nationally-recognized firm of independent
public accountants reasonably satisfactory to the Trustee and expressed in a
written certification thereof delivered to the Trustee, are in excess of the
<PAGE>
                                      -96-


amount thereof which would then be required to be deposited to effect an
equivalent Legal Defeasance or Covenant Defeasance.

Section 9.06. Reinstatement.

            If the Trustee or the Paying Agents are unable to apply any money or
Government Obligations, in accordance with this Article 9 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Issuer's and each Guarantor's obligations under this Indenture, the Notes and
the Guarantees shall be revived and reinstated as though no deposit had occurred
pursuant to this Article 9 until such time as the Trustee or the Paying Agents
are permitted to apply all such money or Government Obligations, in accordance
with this Article 9; provided that if the Issuer or the Guarantors have made any
payment of principal of, premium, if any, or interest accrued on any Notes
because of the reinstatement of their obligations, the Issuer or the Guarantors,
as the case may be, shall be subrogated to the rights of the Holders of such
Notes to receive such payment from the money or Government Obligations held by
the Trustee or Paying Agents.

Section 9.07. Moneys Held by Paying Agent.

            In connection with the satisfaction and discharge of this Indenture,
all moneys then held by any Paying Agent under the provisions of this Indenture
shall, upon written demand of the Issuer, be paid to the Trustee, or if
sufficient moneys have been deposited pursuant to Section 9.01 hereof, to the
Issuer upon an Issuer Request, and thereupon such Paying Agent shall be released
from all further liability with respect to such moneys.

Section 9.08. Moneys Held by Trustee.

            Subject to this Article 9, the Trustee and each Paying Agent shall
promptly pay to the Issuer (or, if appropriate, any Guarantors) upon written
request any excess moneys or Government Obligations held by it at any time and
thereupon shall be relieved from all liability with respect to such moneys or
Government Obligations deposited with the Trustee or any Paying Agent in trust
for the payment of the principal of, or premium, if any, or interest on any Note
that are not applied but remain unclaimed by the Holder of such Note for two
years after the date upon which the principal of, or premium, if any, or
interest on such Note shall have respectively become due and payable shall be
repaid to the Issuer (or, if appropriate, any Guarantors) upon written request
of the Issuer, and the Holder of such Note entitled to receive such payment
shall thereafter, as an unsecured general creditor, look only to the Issuer and
any Guarantors for the payment thereof, unless applicable abandoned property law
designates another Person, and all liabilities of the Trustee or such Paying
Agent with respect to such moneys or Government Obligations shall thereupon
cease; provided that the Trustee or any such Paying Agent, before being required
to make any such repayment, may, at the expense of the Issuer and any
Guarantors, either mail to each Noteholder affected, at the address
<PAGE>
                                      -97-


shown in the Register of the Notes maintained by the Registrar pursuant to
Section 2.04 hereof, or cause to be published once a week for two successive
weeks in a newspaper published in the English language customarily published
each Business Day and of general circulation in the City of New York, New York,
a notice that such money remains unclaimed and that, after a date specified
therein which shall not be less than 30 days from the date of such mailing or
publication, any unclaimed balance of such moneys then remaining will be repaid
to the Issuer. After payment to the Issuer or the Guarantors or the release of
any money held in trust by the Issuer or any Guarantors, as the case may be,
Noteholders entitled to the money must look only to the Issuer and any
Guarantors for payment as general creditors unless applicable abandoned property
law designates another Person.

                                  ARTICLE 10.

                                   [RESERVED]

                                  ARTICLE 11.

                               GUARANTEE OF NOTES

Section 11.01. Guarantee.

            Subject to the provisions of this Article 11, each Guarantor, by
execution of a Guarantee, will jointly and severally unconditionally guarantee
to each Holder and to the Trustee, on behalf of the Holders, (i) the due and
punctual payment of the principal of, and premium, if any, and interest, if any,
on each Note (including any Additional Notes upon issuance in accordance with
Section 2.19), when and as the same shall become due and payable, whether at
maturity, by acceleration or otherwise, the due and punctual payment of interest
(including Additional Interest) on the overdue principal of, and premium, if
any, and interest, if any, on the Notes (including any Additional Notes upon
issuance in accordance with Section 2.19), to the extent lawful, and the due and
punctual performance of all other Obligations of the Issuer to the Holders or
the Trustee (including without limitation amounts due the Trustee under Section
7.7) all in accordance with the terms of such Note and this Indenture, and (ii)
in the case of any extension of time of payment or renewal of any Notes
(including any Additional Notes upon issuance in accordance with Section 2.19)
or any of such other Obligations, that the same will be promptly paid in full
when due or performed in accordance with the terms of the extension or renewal,
at stated maturity, by acceleration or otherwise. Each Guarantor, by execution
of a Guarantee, will agree that its obligations hereunder shall be absolute and
unconditional, irrespective of, and shall be unaffected by, any invalidity,
irregularity or unenforceability of any such Note or this Indenture, any failure
to enforce the provisions of any such Note or this Indenture, any waiver,
modification or indulgence granted to
<PAGE>
                                      -98-


the Issuer with respect thereto by the Holder of such Note or the Trustee, or
any other circumstances which may otherwise constitute a legal or equitable
discharge of a surety or such Guarantor.

            Each Guarantor, by execution of a Guarantee, shall waive diligence,
presentment, demand for payment, filing of claims with a court in the event of
merger or bankruptcy of the Issuer, any right to require a proceeding first
against the Issuer, protest or notice with respect to any such Note or the
Indebtedness evidenced thereby and all demands whatsoever, and will covenant
that the Guarantee will not be discharged as to any such Note except by payment
in full of the principal thereof, premium, and interest, if any, thereon and as
provided in Section 9.01 hereof. Each Guarantor, by execution of a Guarantee,
shall further agree that, as between such Guarantor, on the one hand, and the
Holders and the Trustee, on the other hand, (i) the maturity of the Obligations
guaranteed hereby may be accelerated as provided in Article 6 of this Indenture
hereof for the purposes of this Guarantee, notwithstanding any stay, injunction
or other prohibition preventing such acceleration in respect of the Obligations
guaranteed hereby, and (ii) in the event of any declaration of acceleration of
such Obligations as provided in Article 6 of this Indenture, such Obligations
(whether or not due and payable) shall forthwith become due and payable by each
Guarantor for the purpose of this Guarantee. In addition, without limiting the
foregoing provisions, upon the effectiveness of an acceleration under Article 6
of this Indenture, the Trustee shall promptly make a demand for payment on the
Notes under the Guarantee provided for in this Article 11 and not discharged.
Failure to make such a demand shall not affect the validity or enforceability of
the Guarantee upon any Guarantor.

            A Guarantee shall not be valid or become obligatory for any purpose
with respect to a Note until the certificate of authentication on such Note
shall have been signed by or on behalf of the Trustee.

            A Guarantee shall remain in full force and effect and continue to be
effective should any petition be filed by or against the Issuer for liquidation
or reorganization, should the Issuer become insolvent or make an assignment for
the benefit of creditors or should a receiver or trustee be appointed for all or
any significant part of the Issuer's assets, and shall, to the fullest extent
permitted by law, continue to be effective or be reinstated, as the case may be,
if at any time payment and performance of the Notes are, pursuant to applicable
law, rescinded or reduced in amount, or must otherwise be restored or returned
by any obligee on the Notes, whether as a "voidable preference," "fraudulent
transfer" or otherwise, all as though such payment or performance had not been
made. In the event that any payment, or any part thereof, is rescinded, reduced,
restored or returned, the Notes shall, to the fullest extent permitted by law,
be reinstated and deemed reduced only by such amount paid and not so rescinded,
reduced, restored or returned.
<PAGE>
                                      -99-


            No stockholder, officer, director, employer or incorporator, past,
present or future, of any Guarantor, as such, shall have any personal liability
under this Guarantee by reason of his, her or its status as such stockholder,
officer, director, employer or incorporator.

            A Guarantor, by execution of a Guarantee, will have the right to
seek contribution from any non-paying Guarantor so long as the exercise of such
right does not impair the rights of the Holders or the Trustee under such
Guarantee.

Section 11.02. Execution and Delivery of Guarantees.

            A Guarantee shall be executed on behalf of a Guarantor by the manual
or facsimile signature of an Officer of such Guarantor in the form attached
hereto as Exhibit G.

            If an Officer of a Guarantor whose signature is on the Guarantee no
longer holds that office, such Guarantee shall be valid nevertheless.

Section 11.03. Limitation of Guarantee.

            The Obligations of each Guarantor are limited to the maximum amount
as will, after giving effect to all other contingent and fixed liabilities of
such Guarantor and after giving effect to any collections from or payments made
by or on behalf of any other Guarantor in respect of the Obligations of such
other Guarantor under its Guarantee or pursuant to its contribution Obligations
under this Indenture, result in the obligations of such Guarantor under the
Guarantee (i) not constituting a fraudulent conveyance or fraudulent transfer,
or (ii) not being such that there would be reasonable grounds to believe such
Guarantor would not be able to meet the applicable financial tests, under
applicable federal, state, provincial or territorial law. Each Guarantor that
makes a payment or distribution under a Guarantee will be entitled to a
contribution from each other Guarantor in a pro rata amount based on the
Adjusted Net Assets of each Guarantor.

Section 11.04. Additional Guarantors.

            Any Person may become a Guarantor by executing and delivering to the
Trustee (a) a supplemental indenture in form and substance satisfactory to the
Trustee, which subjects such Person to the provisions of this Indenture as a
Guarantor, and (b) an Opinion of Counsel to the effect that such supplemental
indenture has been duly authorized and executed by such Person and constitutes
the legal, valid, binding and enforceable obligation of such Person (subject to
such customary exceptions concerning fraudulent conveyance laws, creditors'
rights and equitable principles as may be acceptable to the Trustee in its
discretion).
<PAGE>
                                     -100-


Section 11.05. Release of Guarantor.

            A Guarantor shall be automatically and unconditionally released and
discharged from all of its obligations under its Guarantee if:

            (1) (a) all of its assets or Capital Stock is sold, in each case in
      a transaction in compliance with Section 4.09, (b) the Guarantor merges
      with or into, or consolidates with or amalgamates with, or transfers all
      or substantially all of its assets to, another Person in compliance with
      Section 5.01, or (c) such Guarantor is designated an Unrestricted
      Subsidiary;

            (2) such Guarantor has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent herein provided for relating to such transaction have been
      complied with; and

            (3) as of the date of such release any transaction to which such
      Guarantor had been a party that would have constituted an Affiliate
      Transaction, an Asset Sale or a Restricted Payment but for, or that
      constituted a Permitted Investment in reliance on, such Guarantor's status
      as a Guarantor could be consummated as an Affiliate Transaction, Asset
      Sale, Restricted Payment or Permitted Investment, as the case may be, in
      compliance with the applicable terms of this Indenture.

                                  ARTICLE 12.

                                  MISCELLANEOUS

Section 12.01. TIA Controls.

            If any provision of this Indenture limits, qualifies or conflicts
with another provision which is required to be included in this Indenture by the
TIA, the required provision shall control.

Section 12.02. Notices.

            Except for notice or communications to Holders, any notice or
communication shall be given in writing and delivered in person, sent by
facsimile, delivered by commercial courier service or mailed by first-class
mail, postage prepaid, addressed as follows:
<PAGE>
                                     -101-


               If to the Issuer:

                      CanWest Media Inc.
                      31st Floor, TD Centre
                      201 Portage Avenue
                      Winnipeg, Manitoba R3B 3L7
                      Canada

                      Attention: Chief Financial Officer

                      Fax Number: (204) 947-9841

               Copy to:

                      Osler, Hoskin & Harcourt LLP
                      100 King W, 61st Floor
                      Toronto, Ontario M5X 1B8
                      Canada

                      Attention: Linda Robinson

                      Fax Number: (416) 862-6666

               And to:

                      Kaye Scholer LLP
                      425 Park Avenue
                      New York, New York 10022

                      Attention: Joel I. Greenberg, Esq.

                      Fax Number: (212) 836-8211
<PAGE>
                                     -102-


               If to the Trustee:

                      The Bank of New York
                      101 Barclay Street
                      New York, New York  10286
                      United States

                      Attention: Vanessa Mack

                      Fax Number: (212) 815-4803

            Such notices or communications shall be effective when received and
shall be sufficiently given if so given within the time prescribed in this
Indenture.

            The Issuer, any Guarantor or the Trustee by written notice to the
others may designate additional or different addresses for subsequent notices or
communications.

            Any notice or communication mailed to a Noteholder shall be mailed,
at the Issuer's expense, to the Noteholder by first-class mail, postage prepaid,
at the Noteholder's address shown on the register kept by the Registrar or
Co-Registrar.

            Failure to mail a notice or communication to a Noteholder or any
defect in it shall not affect its sufficiency with respect to other Noteholders.
If a notice or communication to a Noteholder is mailed in the manner provided
above, it shall be deemed duly given when so mailed, whether or not the
addressee receives it.

            In case by reason of the suspension of regular mail service, or by
reason of any other cause, it shall be impossible to mail any notice as required
by this Indenture, then such method of notification as shall be made with the
approval of the Trustee shall constitute a sufficient mailing of such notice.

Section 12.03. Communications by Holders with Other Holders.

            Noteholders may communicate pursuant to TIA Section 312(b) with
other Noteholders with respect to their rights under this Indenture or the
Notes. The Issuer, any Guarantor, the Trustee, the Registrar and anyone else
shall have the protection of TIA Section 312(c).

Section 12.04. Certificate and Opinion as to Conditions Precedent.

            Upon any request or application by the Issuer or any Guarantor to
the Trustee to take any action under this Indenture, the Issuer or such
Guarantor shall furnish to the Trustee:
<PAGE>
                                     -103-


            (1) an Officers' Certificate (which shall include the statements set
      forth in Section 12.05 below) stating that, in the opinion of the signers,
      all conditions precedent, if any, provided for in this Indenture relating
      to the proposed action have been complied with; and

            (2) an Opinion of Counsel (which shall include the statements set
      forth in Section 12.05 below) stating that, in the opinion of such
      counsel, all such conditions precedent have been complied with.

Section 12.05. Statements Required in Certificate and Opinion.

            Each certificate and opinion with respect to compliance by or on
behalf of the Issuer or any Guarantor with a condition or covenant provided for
in this Indenture shall include:

            (1) a statement that the Person making such certificate or opinion
      has read such covenant or condition;

            (2) a brief statement as to the nature and scope of the examination
      or investigation upon which the statements or opinions contained in such
      certificate or opinion are based;

            (3) a statement that, in the opinion of such Person, it or he has
      made such examination or investigation as is necessary to enable it or him
      to express an informed opinion as to whether or not such covenant or
      condition has been complied with; and

            (4) a statement as to whether or not, in the opinion of such Person,
      such covenant or condition has been complied with.

Section 12.06. Rules by Trustee and Agents.

            The Trustee may make reasonable rules for action by or meetings of
Noteholders. The Registrar and Paying Agent may make reasonable rules for their
functions.

Section 12.07. Business Days; Legal Holidays.

            A "Business Day" is a day that is not a Legal Holiday. A "Legal
Holiday" is a Saturday, a Sunday, a federally-recognized holiday or a day on
which banking institutions are not required to be open in the State of New York
or the Province of Manitoba. If a payment date is a Legal Holiday at a place of
payment, payment may be made at that place on the next succeeding day that is
not a Legal Holiday, and no interest shall accrue for the intervening period.
<PAGE>
                                     -104-


Section 12.08. Governing Law.

            THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE NOTES.

Section 12.09. Agent for Service; Submission to Jurisdiction; Waiver of
               Immunities.

            By the execution and delivery of this Indenture, the Issuer and, by
execution and delivery of this Indenture or a supplemental indenture in
accordance with Article 8 hereof, each Guarantor (i) acknowledges that it will,
by separate written instrument, designate and appoint CanWest International
Corp., a Delaware corporation (and any successor entity) (the "Process Agent"),
as its authorized agent upon which process may be served in any suit, action or
proceeding arising out of or relating to the Notes or this Indenture that may be
instituted in any federal or state court in the State of New York, Borough of
Manhattan, or brought under federal or state securities laws or brought by the
Trustee (whether in its individual capacity or in its capacity as Trustee
hereunder), and acknowledges that the Process Agent has accepted such
designation, (ii) submits to the non-exclusive jurisdiction of any such court in
any such suit, action or proceeding, and (iii) agrees that service of process
upon the Process Agent and written notice of said service to it (mailed or
delivered to its Chief Financial Officer at its principal office as specified in
Section 12.02), shall be deemed in every respect effective service of process
upon it in any such suit or proceeding. The Issuer and any Guarantor further
agree to take any and all action, including the execution and filing of any and
all such documents and instruments as may be necessary to continue such
designation and appointment of the Process Agent, in full force and effect so
long as this Indenture shall be in full force and effect; provided that the
Issuer may and shall (to the extent the Process Agent ceases to be able to be
served on the basis contemplated herein), by written notice to the Trustee,
designate such additional or alternative agents for service of process under
this Section 12.09 that (i) maintains an office located in the Borough of
Manhattan, The City of New York in the State of New York, (ii) are either (x)
counsel for the Issuer or (y) a corporate service company which acts as agent
for service of process for other Persons in the ordinary course of its business
and (iii) agrees to act as agent for service of process in accordance with this
Section 12.09. Such notice shall identify the name of such agent for process and
the address of such agent for process in the Borough of Manhattan, The City of
New York, State of New York. Upon the written request of any Holder, the Trustee
shall deliver such information to such Holder. Notwithstanding the foregoing,
there shall, at all times, be at least one agent for service of process for the
Issuer and the Guarantors, if any, appointed and acting in accordance with this
Section 12.09.
<PAGE>
                                     -105-


            To the extent that the Issuer or any Guarantor has or hereafter may
acquire any immunity from jurisdiction of any court or from any legal process
(whether through service of notice, attachment prior to judgment, attachment in
aid of execution, execution or otherwise) with respect to itself or its
Property, the Issuer and each Guarantor hereby irrevocably waives such immunity
in respect of its obligations under this Indenture and the Notes, to the extent
permitted by law.

Section 12.10. No Adverse Interpretation of Other Agreements.

            This Indenture may not be used to interpret another indenture, loan,
security or debt agreement of the Issuer or any Subsidiary thereof. No such
indenture, loan, security or debt agreement may be used to interpret this
Indenture.

Section 12.11. No Recourse Against Others.

            No recourse for the payment of the principal of or premium, if any,
or interest, including Additional Interest, on any of the Notes, or for any
claim based thereon or otherwise in respect thereof, and no recourse under or
upon any obligation, covenant or agreement of the Issuer or any Guarantor in
this Indenture or in any supplemental indenture, or in any of the Notes, or
because of the creation of any Indebtedness represented thereby, shall be had
against any stockholder, officer, director or employee, as such, past, present
or future, of the Issuer or of any successor corporation or against the property
or assets of any such stockholder, officer, employee or director, either
directly or through the Issuer or any Guarantor, or any successor corporation
thereof, whether by virtue of any constitution, statute or rule of law, or by
the enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Indenture and the Notes are solely obligations of the
Issuer and the Guarantors, and that no such personal liability whatever shall
attach to, or is or shall be incurred by, any stockholder, officer, employee or
director of the Issuer or any Guarantor, or any successor corporation thereof,
because of the creation of the Indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Indenture
or the Notes or implied therefrom, and that any and all such personal liability
of, and any and all claims against every stockholder, officer, employee and
director, are hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issuance of the
Notes. It is understood that this limitation on recourse is made expressly for
the benefit of any such shareholder, employee, officer or director and may be
enforced by any of them.

Section 12.12. Successors.

            All agreements of the Issuer and any Guarantor in this Indenture and
the Notes shall bind their respective successors. All agreements of the Trustee,
any additional trustee and any Paying Agent in this Indenture shall bind its
successor.
<PAGE>
                                     -106-


Section 12.13. Multiple Counterparts.

            The parties may sign multiple counterparts of this Indenture. Each
signed counterpart shall be deemed an original, but all of them together
represent one and the same agreement.

Section 12.14. Table of Contents, Headings, etc.

            The table of contents, cross-reference sheet and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

Section 12.15. Separability.

            Each provision of this Indenture shall be considered separable and
if for any reason any provision which is not essential to the effectuation of
the basic purpose of this Indenture or the Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

Section 12.16. Conversion of Judgment Currency.

            The Issuer and each Guarantor, if any, covenants and agrees that the
following provisions shall apply to conversion of currency for any judgments
outstanding against the Issuer or any Guarantor with respect to the Notes, the
Guarantees, if any, and this Indenture:

            (a) (i) If for the purpose of obtaining judgment in, or enforcing
      the judgment of, any court in any country, it becomes necessary to convert
      into a currency (the "judgment currency") an amount due in any other
      currency (the "Base Currency"), then the conversion shall be made at the
      Rate of Exchange prevailing on the Business Day before the day on which
      the judgment is given or the order of enforcement is made, as the case may
      be (unless a court shall otherwise determine).

            (ii) If there is a change in the Rate of Exchange prevailing between
      the Business Day before the day on which the judgment is given or an order
      of enforcement is made, as the case may be (or such other date as a court
      shall determine), and the date of receipt of the amount due, the Issuer or
      the relevant Guarantor, as the case may be, will pay such additional (or,
      as the case may be, such lesser) amount, if any, as may be necessary so
      that the amount paid in the judgment currency when converted at the Rate
      of Exchange prevailing on the date of receipt will produce the amount in
      the Base Currency originally due.
<PAGE>
                                     -107-


            (b) In the event of the winding-up of the Issuer or any Guarantor at
      any time while any amount or damages owing under the Notes, the
      Guarantees, if any, and this Indenture, or any judgment or order rendered
      in respect thereof, shall remain outstanding, the Issuer or any Guarantor,
      as the case may be, shall indemnify, protect and hold the Holders and the
      Trustee harmless against any deficiency arising or resulting from any
      variation in Rates of Exchange between (1) the date as of which the
      equivalent of the amount in United States dollars due or contingently due
      under the Notes, the Guarantees, if any, and this Indenture (other than
      under this Subsection (b)) is calculated for the purposes of such
      winding-up and (2) the final date for the filing of proofs of claim in
      such winding-up. For the purpose of this Subsection (b), the final date
      for the filing of proofs of claim in the winding-up of the Issuer or any
      Guarantor, as the case may be, shall be the date fixed by the liquidator
      or otherwise in accordance with the relevant provisions of applicable law
      as being the latest practicable date as at which liabilities of the Issuer
      or any Guarantor, as the case may be, may be ascertained for such
      winding-up prior to payment by the liquidator or otherwise in respect
      thereto.

            (c) The obligations contained in Subsections (a)(ii) and (b) of this
      Section 12.16 shall constitute separate and independent obligations of the
      Issuer and any Guarantors from their other respective obligations under
      the Notes, the Guarantees, if any, and this Indenture, shall give rise to
      separate and independent causes of action against the Issuer and each
      Guarantor, shall apply irrespective of any waiver or extension granted by
      any Holder or the Trustee or any of them from time to time and shall
      continue in full force and effect notwithstanding any judgment or order or
      the filing of any proof of claim in the winding-up of the Issuer or any
      Guarantor for a liquidated sum in respect of amounts due hereunder (other
      than under Subsection (b) above) or under any such judgment or order. Any
      such deficiency as aforesaid shall be deemed to constitute a loss suffered
      by the Holders or the Trustee, as the case may be, and no proof or
      evidence of any actual loss shall be required by the Issuer or any
      Guarantor or the liquidator or otherwise or any of them. In the case of
      Subsection (b) above, the amount of such deficiency shall not be deemed to
      be reduced by any variation in Rates of Exchange occurring between the
      said final date and the date of any liquidating distribution.

            (d) The Trustee shall have no duty or liability with respect to
      monitoring or enforcing this Section 12.16.

Section 12.17. Documents in English.

            The parties to this Agreement have expressly requested that this
Agreement and all related notices, amendments and other documents be drafted in
the English language. Les parties a la presente convention ont expressement
exige que cette convention et tous les
<PAGE>
                                     -108-


avis, modifications et autres documents y afferents soient rediges en langue
anglaise seulement.

Section 12.18. Limitation of Liability.

            It is expressly understood and agreed by the parties hereto that (a)
this Indenture is executed and delivered by The Bank of New York, not
individually or personally but solely as Trustee under this Indenture, in the
exercise of the powers and authority conferred and vested in it, (b) nothing
herein contained shall be constructed as creating any liability on The Bank of
New York, individually or personally, to perform any covenant either expressed
or implied contained herein, all such liability, if any, being expressly waived
by the parties who are signatories to this Indenture and by any Person claiming
by, through or under such parties and (d) under no circumstances shall The Bank
of New York be personally liable for the payment of any indebtedness or expenses
of the Issuer or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Issuer under this
Indenture.

                            [SIGNATURE PAGE FOLLOWS]
<PAGE>
            IN WITNESS WHEREOF, the parties have caused this Indenture to be
duly executed all as of the date and year first written above.

                                   CANWEST MEDIA INC.


                                By:  /s/ John Maguire
                                   ---------------------------------------
                                   Name:  John Maguire
                                   Title: Chief Financial Officer


                                   APPLE BOX PRODUCTIONS SUB INC.

                                   BCTV HOLDINGS INC.

                                   CALGARY HERALD GROUP INC.

                                   CANWEST - MONTREAL R.P. HOLDINGS INC.

                                   CANWEST - WINDSOR R.P. HOLDINGS INC.

                                   CANWEST FINANCE INC./FINANCIERE CANWEST INC.

                                   CANWEST GLOBAL BROADCASTING INC./
                                     RADIODIFFUSION CANWEST GLOBAL INC.

                                   CANWEST INTERACTIVE INC.

                                   CANWEST INTERNATIONAL COMMUNICATIONS INC.

                                   CANWEST INTERNATIONAL MANAGEMENT INC.

                                   CANWEST IRISH HOLDINGS (BARBADOS) INC.
<PAGE>
                                      S-2


                                   CANWEST MEDIA SALES LIMITED

                                   CANWEST NZ RADIO HOLDINGS LIMITED

                                   CANWEST PUBLICATIONS INC.

                                   CGS DEBENTURE HOLDING (NETHERLANDS) B.V.

                                   CGS INTERNATIONAL HOLDINGS (NETHERLANDS) B.V.

                                   CGS NZ RADIO SHAREHOLDING (NETHERLANDS) B.V.

                                   CGS NZ TV SHAREHOLDING (NETHERLANDS) B.V.

                                   CGS SHAREHOLDING (NETHERLANDS) B.V.

                                   CHBC HOLDINGS INC.

                                   CHEK HOLDINGS INC.

                                   CLARINET MUSIC INC.

                                   EDMONTON JOURNAL GROUP INC.

                                   FOX SPORTS WORLD CANADA HOLDCO INC.

                                   GLOBAL CENTRE INC.

                                   GLOBAL COMMUNICATIONS LIMITED

                                   GLOBAL TELEVISION CENTRE LTD.

                                   GLOBAL TELEVISION NETWORK INC.
<PAGE>
                                      S-3


                                   GLOBAL TELEVISION NETWORK
                                     QUEBEC, LIMITED PARTNERSHIP/
                                     RESEAU DE TELEVISION GLOBAL QUEBEC,
                                     SOCIETE EN COMMANDITE

                                   GLOBAL TELEVISION SPECIALTY
                                     NETWORKS INC.

                                   LONESTAR HOLDCO INC.

                                   LOWER MAINLAND PUBLISHING GROUP INC.

                                   MONTREAL GAZETTE GROUP INC.

                                   MULTISOUND PUBLISHERS LTD.

                                   NANAIMO DAILY NEWS GROUP INC.

                                   ONTV HOLDINGS INC.

                                   OTTAWA CITIZEN GROUP INC.

                                   PACIFIC NEWSPAPER GROUP INC.

                                   PORT ALBERNI TIMES GROUP INC.

                                   REACHCANADA CONTACT CENTRE
                                   LIMITED

                                   REGINA LEADER POST GROUP INC.

                                   RETROVISTA HOLDCO INC.

                                   SASKATOON STARPHOENIX GROUP INC.

                                   SOUTHAM DIGITAL INC.

                                   STUDIO POST & TRANSFER SUB INC.
<PAGE>
                                      S-4


                                   3919056 CANADA LIMITED

                                   TV3 NETWORK SERVICES LIMITED

                                   TV4 NETWORK LIMITED

                                   2846551 CANADA INC.

                                   VANCOUVER ISLAND NEWSPAPER GROUP INC.

                                   VICTORIA TIMES COLONIST GROUP INC.

                                   WESTERN COMMUNICATIONS INC.

                                   WIC MOBILE TV INC.

                                   WIC TELEVISION PRODUCTION SUB INC.

                                   WINDSOR STAR GROUP INC.

                                   XTREME SPORTS HOLDCO INC., each as
                                     a Guarantor


                               By: /s/ John Maguire
                                  ----------------------------------------------
                                   Name: John Maguire
                                   Title: Authorized Signing Officer


                                   THE BANK OF NEW YORK,
                                   not in its individual capacity, but solely
                                   as Trustee


                               By: /s/ Vanessa Mack
                                  ----------------------------------------------
                                   Name: VANESSA MACK
                                   Title: Assistant Vice President
<PAGE>

                                                                     EXHIBIT 4.9

                                 [FORM OF NOTE]

                                                                    CUSIP

                               CANWEST MEDIA INC.

No.                                                             U.S.$

                          7-5/8 % SENIOR NOTE DUE 2013

            CANWEST MEDIA INC., a corporation organized under the federal laws
of Canada (the "Issuer," which term includes any successor corporation), for
value received, promises to pay to Cede & Co. or registered assigns the
principal sum of U.S.$        on April 15, 2013.

            Interest Payment Dates: April 15 and October 15, commencing October
15, 2003.

            Record Dates: April 1 and October 1.

            Reference is made to the further provisions of this Note contained
herein, which will for all purposes have the same effect as if set forth at this
place.
<PAGE>
            IN WITNESS WHEREOF, the Issuer has caused this Note to be signed
manually or by facsimile by its duly authorized officers.

                                            CANWEST MEDIA INC.


                                            By:
                                               ---------------------------------
                                                 Name:
                                                 Title:


                                            By:
                                               ---------------------------------
                                                 Name:
                                                 Title:

Dated:

Certificate of Authentication:

            This is one of the 7-5/8% Senior Notes due 2013 referred to in the
within-mentioned Indenture.

                                            THE BANK OF NEW YORK,
                                              as Trustee


                                            By:
                                               ---------------------------------
                                                 Authorized Signatory









                                       2
<PAGE>
                                [REVERSE OF NOTE]

                               CANWEST MEDIA INC.

                          7-5/8 % SENIOR NOTE DUE 2013

            1. Interest. CANWEST MEDIA INC., a corporation organized under the
federal laws of Canada (the "Issuer"), promises to pay, until the principal
hereof is paid or made available for payment, interest on the principal amount
set forth on the face hereof at a rate of 7-5/8% per annum. Interest hereon will
accrue from and including the most recent date to which interest has been paid
or, if no interest has been paid, from and including April 3, 2003 to but
excluding the date on which interest is paid. Interest shall be payable in
arrears on each April 15 and October 15 commencing October 15, 2003. Interest
will be computed on the basis of a 360-day year of twelve 30-day months. For
purposes of the Interest Act (Canada), the yearly rate of interest which is
equivalent to the rate payable hereunder is the rate multiplied by the actual
number of days in the year and divided by 360. The Issuer shall pay interest on
overdue principal and on overdue interest (to the full extent permitted by law)
at the rate borne by the Notes.

            2. Method of Payment. The Issuer will pay interest hereon (except
defaulted interest) to the Persons who are registered Holders at the close of
business on April 1 or October 1 next preceding the Interest Payment Date
(whether or not a Business Day). Holders must surrender Notes to a Paying Agent
to collect principal payments. The Issuer will pay principal, premium, if any,
and interest on the Notes in the manner set forth in Article 2 of the Indenture.
Interest may be paid by check mailed to the Holder entitled thereto at the
address indicated on the register maintained by the Registrar for the Notes.

            3. Paying Agent and Registrar. Initially, The Bank of New York, in
its capacity as Trustee (the "Trustee"), will act as Paying Agent and Registrar.
The Issuer may change any Paying Agent or Registrar without notice to any
Holder. Neither the Issuer nor any of its Affiliates may act as Paying Agent or
Registrar.

            4. Indenture. The Issuer issued the Notes under an Indenture dated
as of April 3, 2003 (the "Indenture") between the Issuer, the Guarantors and the
Trustee. This is one of an issue of Notes of the Issuer issued, or to be issued,
under the Indenture. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S. Code Section Section 77aaa-77bbbb), as amended
from time to time (the "TIA"). The Notes are subject to all such terms, and
Holders are referred to the Indenture and the TIA for a statement of them.
Capitalized and certain other terms used herein and not otherwise defined have
the meanings set forth in the Indenture. The Issuer shall be entitled to issue
Additional Notes pursuant to Section 2.19 of the Indenture. The Notes include
the Exchange Notes issued in exchange for the Notes pursuant to the Registration
Rights Agreement. All Notes issued under the Indenture are treated as a single
class of



                                       3
<PAGE>
securities under the Indenture. The terms of the Notes include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act. The Notes are subject to all such terms, and Holders are referred
to the Indenture and the Trust Indenture Act for a statement of all such terms.
To the extent permitted by applicable law, in the event of any inconsistency
between the terms of this Note and the terms of the Indenture, the terms of the
Indenture shall control. This is one of the Notes referred to in the Indenture.

            5. Additional Amounts. The Issuer will pay to the Holders of Notes
such Additional Amounts as may become payable under Section 4.25 of the
Indenture.

            6. Optional Redemption. The Issuer, at its option, may redeem the
Notes, in whole or in part, at any time on or after April 15, 2008 upon not less
than 30 nor more than 60 days' prior written notice, at the redemption prices
(expressed as percentages of principal amount), set forth below, together, in
each case, with accrued and unpaid interest to the Redemption Date, if redeemed
during the twelve month period beginning on April 15 of each year listed below:

<TABLE>
<CAPTION>

        Year                                                    Redemption Price
        ----                                                    ----------------
<S>                                                             <C>
        2008................................................        103.813%
        2009................................................        102.542%
        2010................................................        101.271%
        2011 and thereafter.................................        100.000%
</TABLE>

            Notwithstanding the foregoing, the Issuer may redeem in the
aggregate up to (i) 35% of the original principal amount of the Notes at any
time and from time to time prior to April 15, 2006 at a redemption price equal
to 107.625% of the aggregate principal amount so redeemed, plus accrued and
unpaid interest, if any, to the Redemption Date, out of the net cash proceeds of
one or more Equity Offerings; provided that at least 65% of the principal amount
of Notes originally issued (including the original principal amount of
Additional Notes) shall remain outstanding immediately after the occurrence of
any such redemption and that any such redemption occurs within 90 days following
the closing of any such Equity Offering.

            Notwithstanding the foregoing and notwithstanding any other term of
the Notes or of the Indenture, until (i) the completion of an exchange offer
under the Registration Rights Agreement or (ii) if such an exchange offer is not
consummated within 165 days of the Issue Date, the filing of a shelf
registration statement covering resales of the Notes which is declared effective
under the Securities Act, the Issuer may not redeem in the aggregate more than
25% of the original principal amount of the Notes.

            In the event of a redemption of fewer than all of the Notes, the
Trustee shall select the Notes to be redeemed in compliance with the
requirements of the principal national securities exchange, if any, on which
such Notes are listed or, if such Notes are not then listed



                                       4
<PAGE>
on a national securities exchange, on a pro rata basis, by lot or in such other
manner as the Trustee in its sole discretion shall deem fair and equitable. The
Notes will be redeemable in whole or in part upon not less than 30 nor more than
60 days' prior written notice, mailed by first class mail to a holder's last
address as it shall appear on the register maintained by the Registrar. On and
after any redemption date, interest will cease to accrue on the Notes or
portions thereof called for redemption as long as sufficient funds to effect
such redemption are deposited by or on behalf of the Issuer with the Paying
Agent.

            7. Tax Redemption. The Notes will be redeemable, in whole but not in
part, at the option of the Issuer, upon not less than 30 nor more than 60 days'
prior written notice mailed by first class mail to each Holder of Notes at its
address appearing on the Register maintained by the Registrar, at 100% of the
principal amount thereof, plus accrued and unpaid interest thereon, if any, to
the redemption date, if the Issuer or any Guarantor is or would become obligated
to pay, on the next date on which any amount would be payable with respect to
the Notes, any Additional Amounts pursuant to Section 4.25 of the Indenture as a
result of a change in, or amendment to, the laws (or any regulation or rulings
promulgated thereunder) of any Taxing Jurisdiction, or any change in, or
amendment to, any administrative or other official position regarding the
application or interpretation of such laws, regulations or rulings (including,
without limitation, a ruling by a court of competent jurisdiction), which change
or amendment is announced on or after the Issue Date; provided that the Issuer
or such Guarantor determines, in its business judgment, that the obligation to
pay such Additional Amounts cannot be avoided by the use of reasonable measures
available to the Issuer or such Guarantor (not including substitution of the
obligor under the Notes). No such notice of redemption may be given later than
180 days after the Issuer first becomes liable to pay any Additional Amounts as
a result of such change or amendment.

            8. Notice of Redemption. Notice of redemption will be mailed at
least 30 days but not more than 60 days before the Redemption Date to each
Holder of Notes to be redeemed at his registered address. On and after the
Redemption Date, unless the Issuer defaults in making the redemption payment,
interest will cease to accrue on Notes or portions thereof called for
redemption.

            9. Offers to Purchase. The Indenture provides that upon the
occurrence of a Change of Control or an Asset Sale, and subject to further
limitations contained therein, the Issuer shall make an offer to purchase
outstanding Notes in accordance with the procedures set forth in the Indenture.

            10. Legend. THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE
INDENTURE AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A
DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A
PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER
THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE
DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.

            UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                                      5
<PAGE>

            11. Denominations, Transfer, Exchange. The Notes are in registered
form without coupons in denominations of U.S.$1,000 and integral multiples of
U.S.$1,000. A Holder may register the transfer or exchange of Notes in
accordance with the Indenture. The Registrar may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and to pay to
it any taxes and fees required by law or permitted by the Indenture. The
Registrar need not register the transfer of or exchange any Notes or portion of
a Note selected for redemption, or register the transfer of or exchange any
Notes for a period of 15 days before a mailing of notice of redemption.

            12. Persons Deemed Owners. The registered Holder of this Note may be
treated as the owner of this Note for all purposes.

            13. Unclaimed Money. If money for the payment of principal or
interest remains unclaimed for two years, the Trustee or a Paying Agent will pay
the money back to the Issuer (or, if appropriate, any Guarantors) at its written
request. After that, Holders entitled to the money must look to the Issuer and
any Guarantors for payment as unsecured general creditors unless applicable
"abandoned property" law designates another Person.

            14. Amendment, Supplement, Waiver, Etc. The Issuer, any Guarantor
and the Trustee may, without the consent of the Holders of any outstanding
Notes, amend, waive or supplement the Indenture or the Notes for certain
specified purposes, including, among other things, curing ambiguities, defects
or inconsistencies, maintaining the qualification of the Indenture under the TIA
and making any change that does not adversely affect the rights of any Holder.
Other amendments and modifications of the Indenture or the Notes may be made by
the Issuer, any Guarantor and the Trustee with the written consent of the
Holders of not less than a majority of the aggregate principal amount of then
outstanding Notes, subject to certain exceptions requiring the written consent
of the Holders of the particular Notes to be affected.

            15. Restrictive Covenants. The Indenture imposes certain limitations
on the ability of the Issuer and the Restricted Subsidiaries to, among other
things, incur additional Indebtedness, make payments in respect of their Capital
Stock or certain Indebtedness, make certain Investments, create or incur liens,
enter into transactions with Affiliates, enter into agreements restricting the
ability of Restricted Subsidiaries to pay dividends and make distributions,
issue Preferred Stock of any Restricted Subsidiaries of the Issuer, enter into
sale and leaseback transactions and on the ability of the Issuer to merge or
consolidate with any other Person or transfer all or substantially all of the
Issuer's or any Guarantor's assets. Such limitations are subject to a number of
important qualifications and exceptions. Pursuant to



                                       6
<PAGE>
Section 4.04 of the Indenture, the Issuer must annually report to the Trustee in
writing on compliance with such limitations.

            16. Successor Corporation. When a successor corporation assumes all
the obligations of its predecessor under the Notes and the Indenture and the
transaction complies with the terms of Article 5 of the Indenture, the
predecessor corporation will, except as provided in Article 5, be released from
those obligations.

            17. Defaults and Remedies. Events of Default are set forth in the
Indenture. Subject to certain limitations in the Indenture, if an Event of
Default (other than an Event of Default specified in Section 6.01(7) or (8) of
the Indenture with respect to the Issuer or any Restricted Subsidiary) occurs
and is continuing, the Trustee or the Holders of not less than 25% in aggregate
principal amount of then outstanding Notes may, by written notice to the Trustee
and the Issuer, declare all principal of and accrued interest on all Notes to be
immediately due and payable and such amounts shall become immediately due and
payable. If an Event of Default specified in Section 6.01(7) or (8) of the
Indenture occurs with respect to the Issuer or any Restricted Subsidiary, the
principal amount of and interest on, all Notes shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder. Holders may not enforce the Indenture or the Notes
except as provided in the Indenture. The Trustee may require indemnity
reasonably satisfactory to it before it enforces the Indenture or the Notes.
Subject to certain limitations, Holders of a majority in principal amount of the
then outstanding Notes may, in writing, direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Holders notice of any
continuing default (except a default in payment of principal, premium, if any,
or interest or a default in the observance or performance of any of the
obligations of the Issuer under Article 5 of the Indenture) if it determines in
its sole discretion that withholding notice is in the Holders' best interests.

            18. Trustee Dealings with Issuer. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Issuer, any Guarantor or their Affiliates, and may otherwise
deal with the Issuer, any Guarantor or their Affiliates, as if it were not a
Trustee.

            19. No Recourse Against Others. No director, officer, employee
incorporator or stockholder, of the Issuer or any Guarantor shall have any
liability for any obligations of the Issuer or any Guarantor under the Notes,
the Indenture or the Guarantees or for a claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder of Notes by accepting
a Note waives and releases all such liability. The waiver and release are part
of the consideration for the issuance of the Notes.

            20. Discharge. The Issuer's obligations pursuant to the Indenture
will be discharged, except for obligations pursuant to certain sections thereof,
subject to the terms of the Indenture, upon the payment of all the Notes or upon
the irrevocable deposit with the



                                       7
<PAGE>
Trustee of U.S. dollars or Government Obligations sufficient to pay when due
principal of and interest on the Notes to maturity or redemption, as the case
may be.

            21. Authentication. This Note shall not be valid until the Trustee
manually signs the certificate of authentication on the other side of this
Notes.

            22. Defeasance and Covenant Defeasance. The Indenture contains
provisions for defeasance of the entire indebtedness on this Note and for
defeasance of certain covenants in the Indenture upon compliance by the Issuer
and Guarantors with certain conditions set forth in the Indenture.

            23. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Note Identification Procedures, the Issuer and Guarantors
have caused CUSIP Numbers to be printed on the Notes and have directed the
Trustee in writing to use CUSIP numbers in notices of redemption as a
convenience to Holders of the Notes. No representation is made as to the
accuracy of such numbers either as printed on the Notes or as contained in any
notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.

            24. Abbreviations. Customary abbreviations may be used in the name
of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

            25. Governing Law. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICT OF LAWS. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS NOTE.

            THE ISSUER WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND
WITHOUT CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO:

               CANWEST MEDIA INC.
               31st Floor, TD Centre
               201 Portage Avenue
               Winnipeg, Manitoba, R3B 3L7
               Canada

               Attention:  Chief Financial Officer



                                       8
<PAGE>
                                   ASSIGNMENT

I or we assign and transfer this Note to:

             (Insert assignee's social security or tax I.D. number)

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
             (Print or type name, address and zip code of assignee)

and irrevocably appoint:


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

agent to transfer this Note on the books of the Issuer. The agent may substitute
another to act for him.

Date:                         Your Signature:
     --------------                          -----------------------------------
                                             (Sign exactly as your name appears
                                              on the other side of this Note)

                  Signature Guarantee: _______________________

                               SIGNATURE GUARANTEE

            Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.


                                      9
<PAGE>
                       OPTION OF HOLDER TO ELECT PURCHASE

            If you want to accept the offer to have all or any part of this Note
purchased by the Issuer pursuant to Section 4.09 or Section 4.20 of the
Indenture, check the appropriate box:

            | |    Section 4.09                 | |    Section 4.20

            If you want to have only part of the Note purchased by the Issuer
pursuant to Section 4.09 or Section 4.20 of the Indenture, state the amount you
elect to have purchased:

U.S.$______________________
 (multiple of U.S.$1,000)

Date:______________________

                              Your Signature:___________________________________
                                             (Sign exactly as your name appears
                                             on the face of this Note)

_________________________________
Signature Guaranteed

                              SIGNATURE GUARANTEE

            Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.


                                       10
<PAGE>
                                                                       EXHIBIT B

    [FORM OF LEGEND FOR 144A NOTES AND OTHER NOTES THAT ARE RESTRICTED NOTES]

            THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR ANY
STATE OR OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE U.S. SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS
ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL
BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN
"ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE
SECURITIES ACT) (AN "ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS
ACQUIRING THIS SECURITY IN AN "OFFSHORE TRANSACTION" PURSUANT TO REGULATION S
(WITHIN THE MEANING OF RULE 903(c)(2) OF REGULATION S UNDER THE U.S. SECURITIES
ACT) AND (2) IN THE CASE OF (A) OR (B) ABOVE, AGREES THAT IT WILL NOT PRIOR TO
THE DATE WHICH IS TWO YEARS AFTER THE LATER OF (A) THE ORIGINAL ISSUE DATE
HEREOF (OR OF ANY PREDECESSOR OF THIS SECURITY) AND (B) THE LAST DAY ON WHICH
THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY OR ANY
PREDECESSOR OF THIS SECURITY (THE "RESALE RESTRICTION TERMINATION DATE"), OFFER,
SELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER OR ANY OF ITS
SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE U.S. SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A INSIDE THE UNITED STATES, TO A PERSON
IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE
144A UNDER THE U.S. SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO AN INSTITUTIONAL
ACCREDITED INVESTOR THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
AN INSTITUTIONAL ACCREDITED INVESTOR, (E) PURSUANT TO OFFERS AND SALES TO
NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
REGULATION S UNDER THE U.S. SECURITIES ACT, PURSUANT TO RULE 904 OF REGULATION S
(PROVIDED THAT SUCH NON-U.S. PERSONS AGREE NOT TO RESELL OR OTHERWISE TRANSFER
THE SECURITIES IN CANADA OR TO OR FOR THE


                                      B-1
<PAGE>
BENEFIT OF A CANADIAN RESIDENT, EXCEPT IN ACCORDANCE WITH APPLICABLE CANADIAN
SECURITIES LAWS) OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, AND (3) AGREES THAT IT
WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THIS LEGEND WILL BE REMOVED UPON THE
REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. IN
CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN TWO YEARS AFTER THE
ORIGINAL ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED
INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND TO
THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF
THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT
TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE U.S. SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE
TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE RESPECTIVE MEANINGS
GIVEN TO THEM BY REGULATION S UNDER THE U.S. SECURITIES ACT.


                                      B-2
<PAGE>
                     [FORM OF ASSIGNMENT FOR RULE 144A NOTE]

I or we assign and transfer this Note to:

        (Insert assignee's social security or tax I.D. number)

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
(Print or type name, address and zip code of assignee)

and irrevocably appoint:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

Agent to transfer this Note on the books of the Issuers. The Agent may
substitute another to act for him.

                                         [Check One]

               | | (a) this Note is being transferred in compliance with the
               exemption from registration under the Securities Act provided by
               Rule 144A thereunder.

                                              or

               | | (b) this Note is being transferred other than in accordance
               with (a) above and documents are being furnished which comply
               with the conditions of transfer set forth in this Note and the
               Indenture.

If none of the foregoing boxes is checked, the Trustee or Registrar shall not be
obligated to register this Note in the name of any person other than the Holder
hereof unless and until the conditions to any such transfer of registration set
forth herein and in Sections 2.16 and 2.17 of the Indenture shall have been
satisfied.

Date:__________________      Your Signature:____________________________________
                                            (Sign exactly as your name appears
                                               on the other side of this Note)

            Signature Guarantee: ____________________________________

                               SIGNATURE GUARANTEE

            Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in


                                      B-3
<PAGE>
the Security Transfer Agent Medallion Program ("STAMP") or such other "signature
guarantee program" as may be determined by the Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of
1934, as amended.


                                      B-4
<PAGE>
              TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED

            The undersigned represents and warrants that it is purchasing this
Note for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933 and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Issuers as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

Dated:  __________________                  ________________________________
                                            NOTICE: To be executed by
                                                       an executive officer


                                      B-5
<PAGE>
                                                                       EXHIBIT C

                     [FORM OF LEGEND FOR REGULATION S NOTE]

            THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, UNLESS SO
REGISTERED, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR
THE ACCOUNT OR BENEFIT OF, U.S. PERSONS UNLESS REGISTERED UNDER THE SECURITIES
ACT OR EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

            THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN THE SUBJECT OF ANY
PROSPECTUS FILED UNDER THE SECURITIES LAWS OF ANY CANADIAN PROVINCE OR
TERRITORY. THE HOLDER OF THE SECURITY BY ITS ACCEPTANCE HEREOF REPRESENTS, IF IT
IS A RESIDENT OF CANADA, THAT IT IS PURCHASING THE SECURITIES IN A TRANSACTION
WHICH IS EXEMPT FROM THE PROSPECTUS REQUIREMENTS OF APPLICABLE CANADIAN
SECURITIES LAWS. THE SALE OF THE SECURITIES TO IT QUALIFIES (BY REASON OF THE
AMOUNT OF THE CONSIDERATION BEING PAID BY THE PURCHASER OF THE SECURITIES OR BY
REASON OF THE STATUS OF THE PURCHASER, AS THE CASE MAY BE) FOR AN EXEMPTION FROM
THE PROSPECTUS FILING AND DELIVERY OBLIGATIONS UNDER APPLICABLE CANADIAN
PROVINCIAL OR TERRITORIAL SECURITIES LAWS (PROVIDED THAT APPLICABLE FILING
OBLIGATIONS ARE SATISFIED AND ANY APPLICABLE FEES ARE PAID), AND IT HAS PROVIDED
SUCH INFORMATION AND MADE SUCH REPRESENTATIONS TO THE SELLER OF THE SECURITIES
AS MAY BE REASONABLY NECESSARY FOR THE SELLER TO RELY ON SUCH EXEMPTIONS AND
AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THIS LEGEND WILL BE REMOVED
UPON THE REQUEST OF THE HOLDER AFTER THE DATE ON WHICH RESALE RESTRICTIONS
TERMINATE UNDER APPLICABLE SECURITIES LAWS.


                                       C-1
<PAGE>
                   [FORM OF ASSIGNMENT FOR REGULATION S NOTE]

I or we assign and transfer this Note to:

        (Insert assignee's social security or tax I.D. number)

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
(Print or type name, address and zip code of assignee)

and irrevocably appoint:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

Agent to transfer this Note on the books of the Issuers. The Agent may
substitute another to act for him.

                                         [Check One]

               | | (a) this Note is being transferred in compliance with the
               exemption from registration under the Securities Act provided by
               Rule 144A thereunder.

                                              or

               | | (b) this Note is being transferred other than in accordance
               with (a) above and documents are being furnished which comply
               with the conditions of transfer set forth in this Note and the
               Indenture.

If none of the foregoing boxes is checked, the Trustee or Registrar shall not be
obligated to register this Note in the name of any person other than the Holder
hereof unless and until the conditions to any such transfer of registration set
forth herein and in Sections 2.16 and 2.17 of the Indenture shall have been
satisfied.

Date:__________________       Your Signature:___________________________________
                                             (Sign exactly as your name appears
                                                on the other side of this Note)

            Signature Guarantee: ___________________________________


                                      C-2
<PAGE>
                               SIGNATURE GUARANTEE

            Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.


                                      C-3
<PAGE>
              TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED

            The undersigned represents and warrants that it is purchasing this
Note for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933 and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Issuers as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

Dated:  __________________                  ________________________________
                                            NOTICE:  To be executed by
                                                      an executive officer


                                      C-4
<PAGE>
                                                                       EXHIBIT D

                        [FORM OF LEGEND FOR GLOBAL NOTE]

            Any Global Note authenticated and delivered hereunder shall bear a
legend (which would be in addition to any other legends required in the case of
a Rule 144A Note or Regulation S Note) in substantially the following form:

            THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN
THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE
(OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF
THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.

            UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE ISSUERS
OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IT REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


                                      D-1
<PAGE>
                                                                       EXHIBIT E

                            Form of Certificate to Be
                          Delivered in Connection with
                    Transfers to Non-QIB Accredited Investors

                                                               -----------, ----

Attention:

      Re:    CanWest Media Inc. (the "Issuer")
             7-5/8% Senior Notes due 2013 (the "Notes")

Dear Sirs:

            In connection with our proposed purchase of Notes, we confirm that:

            1. We are not a resident of Canada or a corporation or other entity
      governed by the laws of Canada or any province or territory thereof.

            2. We understand that any subsequent transfer of the Notes is
      subject to certain restrictions and conditions set forth in the Indenture
      dated as of April , 2003 relating to the Notes and we agree to be bound
      by, and not to resell, pledge or otherwise transfer the Notes except in
      compliance with, such restrictions and conditions and the Securities Act
      of 1933, as amended (the "Securities Act") and any applicable Canadian
      securities laws of any province or territory of Canada.

            3. We understand that the Notes have not been registered under the
      Securities Act or any other applicable securities laws, have not been and
      will not be qualified for sale under the securities laws of Canada or any
      province or territory thereof or any other non-U.S. jurisdiction and that
      the Notes may not be offered, sold, pledged or otherwise transferred
      except as permitted in the following sentence. We agree, on our own behalf
      and on behalf of any accounts for which we are acting as hereinafter
      stated, that if we should sell any Notes, we will do so only (i) to the
      Issuer or any subsidiary thereof, (ii) in accordance with Rule 144A under
      the Securities Act to a "qualified institutional buyer" (as defined in
      Rule 144A), (iii) to an institutional "accredited investor" (as defined
      below) that, prior to such transfer, furnishes (or has furnished on its
      behalf by a U.S. broker-dealer) to you a signed letter containing certain
      representations and agreements relating to the restrictions on transfer of
      the Notes, (iv) outside the United States to persons other than U.S.
      persons in offshore transactions meeting the requirements of Rule 904 of
      Regulation S under the Securities Act, (v) pursuant to


                                      E-1
<PAGE>
      the exemption form registration provided by Rule 144 under the Securities
      Act (if applicable) or (vi) pursuant to an effective registration
      statement under the Securities Act, and we further agree to provide to any
      person purchasing any of the Notes from us a notice advising such
      purchaser that resales of the Notes are restricted as stated herein.

            4. We understand that, on any proposed resale of any Notes, we will
      be required to furnish to you and the Issuer such certifications, legal
      opinions and other information as you and the Issuer may reasonably
      require to confirm that the proposed sale complies with the foregoing
      restrictions. We further understand that the Notes purchased by us will
      bear a legend to the foregoing effect.

            5. We are an institutional "accredited investor" (as defined in Rule
      501(a)(1), (2), (3) or (7) under the Securities Act) and have such
      knowledge and experience in financial and business matters as to be
      capable of evaluating the merits and risks of our investment in the Notes,
      and we and any accounts for which we are acting each are able to bear the
      economic risk of our or their investment, as the case may be.

            6. We are acquiring the Notes purchased by us for our account or for
      one or more accounts (each of which is an institutional "accredited
      investor") as to each of which we exercise sole investment discretion.

            7. We have no intention of transferring the Notes to a resident of
      Canada and (a) we acknowledge that transfers of Notes to residents of
      Canada may be restricted under certain circumstances and (b) we agree to
      comply with any applicable Canadian provincial securities laws in respect
      of any transfer of Notes to a resident of Canada.

            You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceeding or official inquiry with respect to the
matters covered hereby.

                                            Very truly yours,

                                            [Name of Transferee]


                                            By:
                                               ---------------------------


                                      E-2
<PAGE>
                                                                       EXHIBIT F

                       Form of Certificate to Be Delivered
                          in Connection with Transfers
                            Pursuant to Regulation S

                                                                ----------, ----

Attention:

      Re:    CanWest Media Inc. (the "Issuer")
             7-5/8% Senior Notes due 2013 (the "Notes")

Dear Sirs:

            In connection with our proposed sale of U.S.$__________ aggregate
principal amount of the Notes, we confirm that such sale has been effected
pursuant to and in accordance with Regulation S under the U.S. Securities Act of
1933, as amended (the "Securities Act"), and, accordingly, we represent that:

            (1) the offer of the Notes was not made to a U.S. person or to a
      person in the United States;

            (2) either (a) at the time the buy offer was originated, the
      transferee was outside the United States or we and any person acting on
      our behalf reasonably believed that the transferee was outside the United
      States, or (b) the transaction was executed in, on or through the
      facilities of a designated off-shore securities market and neither we nor
      any person acting on our behalf knows that the transaction has been
      pre-arranged with a buyer in the United States;

            (3) no directed selling efforts have been made in the United States
      in contravention of the requirements of Rule 903(b) or Rule 904(b) of
      Regulation S, as applicable;

            (4) the transaction is not part of a plan or scheme to evade the
      registration requirements of the Securities Act;


                                      F-1
<PAGE>
            (5) we have advised the transferee of the transfer restrictions
      applicable to the Notes (including that such Notes may not be resold or
      otherwise transferred in Canada or to or for the benefit of a Canadian
      resident, except pursuant to an exemption from the prospectus and
      registration requirements under applicable Canadian securities laws); and

            (6) if the circumstances set forth in Rule 904(c) under the
      Securities Act are applicable, we have complied with the additional
      conditions therein.

            You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceedings or official inquiry with respect to the
matters covered hereby. Terms used in this certificate have the meanings set
forth in Regulation S.

                                            Very truly yours,

                                            [Name of Transferee]


                                            By:________________________


                                      F-2
<PAGE>
                                                                       EXHIBIT G

                               [FORM OF GUARANTEE]

            THE OBLIGATIONS OF THE GUARANTORS TO THE HOLDERS OF NOTES PURSUANT
TO THIS GUARANTEE AND THE INDENTURE DATED AS OF APRIL 3, 2003, BY AND AMONG
CANWEST MEDIA INC. (THE "COMPANY"), THE GUARANTORS NAMED THEREIN AND THE TRUSTEE
NAMED THEREIN (THE "INDENTURE") ARE EXPRESSLY SET FORTH IN ARTICLE 11 OF THE
INDENTURE, AND REFERENCE IS HEREBY MADE TO SUCH INDENTURE FOR THE PRECISE TERMS
OF THIS GUARANTEE. THE TERMS OF THE INDENTURE, INCLUDING WITHOUT LIMITATION
ARTICLE 11, ARE INCORPORATED HEREIN BY REFERENCE.

            Each of the Guarantors hereby, jointly and severally,
unconditionally guarantees to each Noteholder, irrespective of the validity and
enforceability of the Indenture, the Notes or the obligations of the Company
thereunder, that: (a) the principal of and premium and interest on the Notes
shall be promptly paid in full when due, whether at the Maturity Date, by
acceleration, redemption or otherwise, and interest on the overdue principal of
(and any premium) and interest on the Notes, if any, if lawful, and all other
obligations of the Company to the Noteholders thereunder shall be promptly paid
in full or performed, all in accordance with the terms thereof; and (b) in case
of any extension of time of payment or renewal of any Notes or any of such other
obligations, that the same shall be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, whether at the
Maturity Date, by acceleration or otherwise. Failing payment when due of any
amount so guaranteed or any performance so guaranteed for whatever reason, the
Guarantors shall be jointly and severally obligated to pay the same immediately.
Each Guarantor hereby agrees that its obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or the Indenture, the absence of any action to enforce the same, any
waiver or consent by any Noteholder with respect to any provisions thereof, the
recovery of any judgment against the Company, any action to enforce the same or
any other circumstance which might otherwise constitute a legal or equitable
discharge or defense of a Guarantor. Each Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest, notice and all demands whatsoever and covenants
that, subject to Article 11 of the Indenture, this Guarantee shall not be
discharged except by complete performance of the obligations contained in the
Notes and the Indenture.

            If any Noteholder is required by any court or otherwise to return to
the Company or Guarantors, or any custodian, trustee, liquidator or other
similar official acting in relation to either the Company or Guarantors, any
amount paid to such Noteholder, this Guaran-


                                       G-1
<PAGE>
tee, to the extent theretofore discharged, shall be reinstated in full force and
effect. Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Noteholders in respect of any obligations
guaranteed hereby until such time as the Indebtedness of the Company evidenced
by the Note shall have been paid in full. Each Guarantor further agrees that, as
between the Guarantors, on the one hand, and the Noteholders, on the other hand,
(a) the Maturity Date of the obligations guaranteed hereby may be accelerated as
provided in Section 6.02 of the Indenture for the purposes of this Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations Guaranteed hereby, and (b) in the
event of any declaration of acceleration of such obligations as provided in
Section 6.02 of the Indenture, such obligations (whether or not due and payable)
shall forthwith become due and payable by the Guarantors for the purpose of this
Guarantee. The Guarantors shall have the right to seek contribution from any
non-paying Guarantor so long as the exercise of such right does not impair the
rights of the Noteholders under the Guarantees.

            Each Guarantor, and by its acceptance of Notes, each Noteholder,
hereby confirms that it is the intention of all such parties that this Guarantee
not constitute a fraudulent transfer or conveyance for purposes of any
Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal, state, provincial or territorial law to the
extent applicable to any Guarantee. To effectuate the foregoing intention, the
Noteholders and the Guarantors hereby irrevocably agree that the obligations of
each Guarantor under this Guarantee and Article 11 of the Indenture shall be
limited to the maximum amount as will, after giving effect to such maximum
amount and all other contingent and fixed liabilities of such Guarantor that are
relevant under such laws, and after giving effect to any collections from,
rights to receive contribution from or payments made by or on behalf of any
other Guarantor in respect of the obligations of such other Guarantor under
Article 11 of the Indenture, result in the obligations of such Guarantor under
this Guarantee not constituting a fraudulent transfer or conveyance.

            This is a continuing Guarantee and shall remain in full force and
effect and shall be binding upon the undersigned Guarantors and their respective
successors and assigns to the extent set forth in the Indenture until full and
final payment of all of the Company's obligations under the Notes and the
Indenture and shall inure to the benefit of the Noteholders and their successors
and assigns and, in the event of any transfer or assignment of rights by any
Noteholder, the rights and privileges herein conferred upon that party shall
automatically extend to and be vested in such transferee or assignee, all
subject to the terms and conditions hereof and of Article 11 of the Indenture.
Notwithstanding the foregoing, any Guarantor that satisfies the provisions of
Section 11.05 of the Indenture shall be released of its obligations hereunder.

            THIS GUARANTEE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF NEW
YORK, EXCLUDING CHOICE-


                                      G-2
<PAGE>
OF-LAW PRINCIPLES OF THE LAWS OF THE STATE OF NEW YORK THAT WOULD REQUIRE THE
APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.


                                      G-3
<PAGE>
            IN WITNESS WHEREOF, each of the Guarantors has caused this Guarantee
to be signed by a duly authorized officer.

Date:__________________

                                            [NAME OF GUARANTOR], as Guarantor

                                            By:
                                               _________________________________
                                               Name:
                                               Title:


                                      G-4
<PAGE>
                                                                       EXHIBIT H

                         [FORM OF AUTHENTICATION ORDER]

                               CANWEST MEDIA INC.
                               201 Portage Avenue
                                   31st Floor
                                    TD Centre
                           Winnipeg, Manitoba R3B 3L7
                                     Canada

                                                             -------------, ----

Attention:

        Re:    Authentication Order:
               7-5/8% Senior Notes due 2013

Ladies and Gentlemen:

            There has heretofore been delivered to you, as Trustee under the
Indenture dated as of April 3, 2003 (the "Indenture"), among Canwest Media Inc.
(the "Company"), the guarantors named therein and you, one or more global
certificates (the "Global Notes") evidencing U.S.$200,000,000 aggregate
principal amount of the Company's 7-5/8% Senior Notes due 2013 (the "Notes").

            Pursuant to Section 2.03 of the Indenture, you, as Trustee, are
hereby authorized and directed to authenticate the Global Notes on [ ], to
register the Global Notes in the name of Cede & Co., the nominee of The
Depository Trust Company ("DTC"), and to hold the Global Notes, when so
authenticated and registered, as custodian for DTC.

            In rendering this authentication order, we have read the provisions
of the Indenture as we have deemed relevant, and have examined and investigated
such other matters as we have deemed necessary, to enable us to express an
informed opinion as to whether the conditions precedent set forth in the
Indenture relating to the issuance of the Notes have been complied with. Based
upon the foregoing, in our opinion all conditions precedent to the issuance of
the Notes contained in the Indenture have been complied with.


                                      H-1
<PAGE>
                                          Very truly yours,

                                          CANWEST MEDIA INC.


                                          By:
                                             -------------------------------
                                             Name:
                                             Title:


                                      H-2
<PAGE>
            Receipt of the Global Notes is hereby acknowledged this _____ day of
_________, ____.

                                               as Trustee


                                            By:
                                               ---------------------------------
                                               Name:
                                               Title:


                                      H-3
<PAGE>
                                                                       EXHIBIT I

                         [FORM OF LEGEND FOR AFFILIATE]

            THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR ANY
STATE OR OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS
THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE U.S. SECURITIES ACT.


                                      I-1