##### 



EXHIBIT 4.16
    FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
   4411986 CANADA INC.
  OSPREY MEDIA LP,
by its General Partner, Osprey Media GP Inc.
  OSPREY MEDIA INCOME FUND
  EACH OF THE FINANCIAL INSTITUTIONS
FROM TIME TO TIME PARTIES HERETO
  CANADIAN IMPERIAL BANK OF COMMERCE
  BANK OF MONTREAL
  THE BANK OF NOVA SCOTIA




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##### 



TABLE OF CONTENTS
 RECITALS
    
    
    
    
    1SECTION 1  INTERPRETATION
    
    
    31.1
    
    Certain Defined Terms
    
    
    31.2
    
    Business Day
    
    
    301.3
    
    Conflict
    
    
    301.4
    
    Currency
    
    
    301.5
    
    Time
    
    
    301.6
    
    GAAP
    
    
    301.7
    
    Headings and Table of Contents
    
    
    311.8
    
    Number and Gender
    
    
    311.9
    
    References
    
    
    311.10
    
    Statutory References
    
    
    311.11
    
    Time of Day
    
    
    311.12
    
    Governing Law
    
    
    311.13
    
    Entire Agreement
    
    
    311.14
    
    Severability
    
    
    321.15
    
    Action by Osprey LP
    
    
    321.16
    
    Schedules
    
    
    32SECTION 2  THE CREDIT FACILITIES
    
    
    332.1
    
    Establishment of Revolving Facility
    
    
    332.2
    
    Establishment of Term Facility
    
    
    332.3
    
    Obligations of the Lenders and the Administrative Agent
    
    
    332.4
    
    Revolving Nature of Revolving Facility
    
    
    342.5
    
    Purpose
    
    
    342.6
    
    Borrowing Procedures  General
    
    
    342.7
    
    Minimum Advances
    
    
    352.8
    
    Bankers Acceptances
    
    
    352.9
    
    Swing Line Loans
    
    
    382.10
    
    Letters of Credit and Letters of Guarantee
    
    
    402.11
    
    Hedge Contracts
    
    
    432.12
    
    Conversion Option
    
    
    442.13
    
    Conversion and Rollover Not Repayment
    
    
    442.14
    
    Determination Final
    
    
    442.15
    
    Mandatory Conversion of Bankers Acceptances
    
    
    442.16
    
    Reliance on Oral Instructions
    
    
    452.17
    
    Deposit of Proceeds of Loans and Discount Proceeds
    
    
    452.18
    
    Evidence of Obligations
    
    
    452.19
    
    Single Obligation of Borrowers
    
    
    45SECTION 3  INTEREST, FEES AND EXPENSES
    
    
    463.1
    
    Interest on Prime Loans
    
    
    463.2
    
    Fees on Bankers Acceptances
    
    
    46
 (i)




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##### 



3.3
    
    Letter of Credit and Letter of Guarantee Fees
    
    
    463.4
    
    Pricing Matrix
    
    
    463.5
    
    Fees
    
    
    483.6
    
    Commitment Fees
    
    
    483.7
    
    Interest on Overdue Amounts
    
    
    483.8
    
    Interest Act
    
    
    483.9
    
    Limit on Rate of Interest
    
    
    483.10
    
    Change in Circumstances
    
    
    493.11
    
    Payment of Portion
    
    
    513.12
    
    Illegality
    
    
    513.13
    
    Indemnity
    
    
    51SECTION 4  REDUCTION AND REPAYMENT
    
    
    534.1
    
    Term and Maturity of Revolving Facility
    
    
    534.2
    
    Term and Maturity of Term Facility
    
    
    534.3
    
    Repayment of Revolving Facility
    
    
    534.4
    
    Repayment of Term Facility
    
    
    534.5
    
    Mandatory Repayment
    
    
    534.6
    
    Permanent Prepayment
    
    
    544.7
    
    Cancellation
    
    
    54SECTION 5  PAYMENTS AND TAXES
    
    
    545.1
    
    Payments Generally
    
    
    545.2
    
    Taxes
    
    
    555.3
    
    No Set-Off
    
    
    565.4
    
    Application of Payments Before Exercise of Rights
    
    
    565.5
    
    Application of Payments After Exercise of Rights Under Section 11.2
    
    
    57SECTION 6  SECURITY DOCUMENTS
    
    
    586.1
    
    Security Documents
    
    
    586.2
    
    Additional Material Subsidiaries
    
    
    586.3
    
    Additional Subsidiaries
    
    
    596.4
    
    Credit Facility Obligations and Other Secured Obligations
    
    
    59SECTION 7  CONDITIONS PRECEDENT
    
    
    607.1
    
    Conditions Precedent to Effectiveness
    
    
    607.2
    
    Conditions Precedent to All Advances
    
    
    617.3
    
    Waiver of a Condition Precedent
    
    
    627.4
    
    Conditions Precedent to Bidco Effective Date
    
    
    62SECTION 8  REPRESENTATIONS AND WARRANTIES
    
    
    638.1
    
    Representations and Warranties
    
    
    638.2
    
    Deemed Repetition
    
    
    67SECTION 9  COVENANTS
    
    
    689.1
    
    Affirmative Covenants
    
    
    689.2
    
    Negative Covenants
    
    
    719.3
    
    Financial Covenants
    
    
    74
 (ii)




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##### 



9.4
    
    Accounting, Financial Statements and Other Information
    
    
    759.5
    
    Reorganization
    
    
    77SECTION 10  ENVIRONMENTAL PROVISIONS
    
    
    7710.1
    
    Compliance with Environmental Laws
    
    
    7710.2
    
    Environmental Notices
    
    
    7710.3
    
    Environmental Conditions
    
    
    7810.4
    
    Environmental Consultant
    
    
    7810.5
    
    Environmental Audit
    
    
    7810.6
    
    Indemnity
    
    
    7810.7
    
    Environmental Approvals
    
    
    79SECTION 11  DEFAULT AND ENFORCEMENT
    
    
    7911.1
    
    Events of Default
    
    
    7911.2
    
    Rights upon Default and Event of Default
    
    
    8211.3
    
    Hedge Contracts
    
    
    8311.4
    
    Waiver of Default
    
    
    83SECTION 12  REMEDIES
    
    
    8412.1
    
    Remedies Cumulative
    
    
    8412.2
    
    Sharing of Information
    
    
    8412.3
    
    Remedies Not Limited
    
    
    8412.4
    
    Sharing of Proceeds Among the Lenders
    
    
    8412.5
    
    Set-Off, etc.
    
    
    8512.6
    
    Administrative Agent or Lender May Perform Covenants
    
    
    8512.7
    
    Determination of Exposure
    
    
    8512.8
    
    Decision to Enforce Security Documents
    
    
    8612.9
    
    Enforcement
    
    
    8612.10
    
    Application of Cash Proceeds of Realization
    
    
    86SECTION 13  THE ADMINISTRATIVE AGENT AND THE LENDERS
    
    
    8713.1
    
    Authorization of Administrative Agent
    
    
    8713.2
    
    Arrangements for Advances
    
    
    8713.3
    
    Arrangements for Repayment of Advances
    
    
    8813.4
    
    Lenders Bound by Decision to Exercise Remedies
    
    
    8913.5
    
    Deemed Repayment and Funding
    
    
    8913.6
    
    Responsibility of Administrative Agent
    
    
    9013.7
    
    Acknowledgement of Lenders
    
    
    9013.8
    
    Successor Administrative Agent
    
    
    9113.9
    
    Notices between the Lenders and the Administrative Agent
    
    
    9113.10
    
    Relations with the Borrowers
    
    
    9113.11
    
    Reliance by Administrative Agent
    
    
    9213.12
    
    Reimbursement of Administrative Agents Expenses and Indemnity
    
    
    9213.13
    
    Action by Administrative Agent
    
    
    9213.14
    
    Borrowers Right to Rely on Administrative Agent
    
    
    9213.15
    
    Amendments, Waivers, etc.
    
    
    9313.16
    
    Administrative Agents Duty to Deliver Documents
    
    
    95
 (iii)




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##### 



13.17
    
    No Partnership
    
    
    9513.18
    
    Adjustments Among Lenders
    
    
    9513.19
    
    Indemnity of Administrative Agent
    
    
    9513.20
    
    Administrative Agent May Debit Accounts
    
    
    9613.21
    
    Consultation with Counsel
    
    
    9613.22
    
    Administrative Agent as Lender
    
    
    9613.23
    
    Delegation by Administrative Agent
    
    
    96SECTION 14  ASSIGNS AND PARTICIPANTS
    
    
    9614.1
    
    Assignment and Participation
    
    
    9614.2
    
    Assignment After Default
    
    
    98SECTION 15  MISCELLANEOUS
    
    
    9815.1
    
    Amendments
    
    
    9815.2
    
    Notice
    
    
    9915.3
    
    Disruption of Postal Service
    
    
    9915.4
    
    Further Assurances
    
    
    9915.5
    
    Judgment Currency
    
    
    9915.6
    
    Waivers
    
    
    10015.7
    
    Reimbursement of Expenses
    
    
    10015.8
    
    Submission to Jurisdiction
    
    
    10015.9
    
    Counterparts
    
    
    10015.10
    
    Confidentiality
    
    
    10015.11
    
    Acknowledgement re Liability of Fund
    
    
    10115.12
    
    No Novation
    
    
    102
               (iv)




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##### 



(v)




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##### 



4411986 CANADA INC.
  OSPREY MEDIA LP,
by its General Partner, Osprey Media GP Inc.
  OSPREY MEDIA INCOME FUND
  EACH OF THE FINANCIAL INSTITUTIONS FROM
TIME TO TIME PARTIES HERETO
  CANADIAN IMPERIAL BANK OF COMMERCE
  BANK OF MONTREAL
  THE BANK OF NOVA SCOTIA
 RECITALS
 Original Credit Agreement Original Borrower Original Guarantor Original Lenders Original




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##### 



-2- Co-Arrangers
 Osprey Media Group Inc. Business Corporations Act OBCA
 Old Osprey Assumption
Agreement
 Holdco Original Credit Facility Lenders Amended and Restated Credit
Agreement
 Acquireco Osprey IPO Transaction
 Credit
Facility Lenders Second Amended and Restated Credit Agreement
 Osprey LP Existing Borrowers




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##### 



-3- Amalco I Nominee Third Amended and Restated Credit Agreement
 Bidco Reorganization
   SECTION 1  INTERPRETATION
 1.1 Certain Defined Terms
  Acceptance Fee
 Acquireco
 Acquisition Target
 Additional Compensation
 Administrative Agent
 Administrative Agents Accounts for Payments




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##### 



-4-  nd
 
  Administrative Agents Branch of Account nd
 Advance
 Affected Borrowing
 Affiliate
 Agency Fee Letter
 Agreed Currency
 Agreement
 Amalco I
 Amalgamation




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##### 



-5- Amended and Restated Credit Agreement
 Applicable Law
 Applicable Margin
 Asset Sale Proceeds
 Assignee
 Assigning Lender
 Assumption Agreement
 Associate
 Auditors
 Authorized Signatory
 Back-to-Back Debt
 Back-to-Back Preferred Shares
 (a)
    
    to a Loan Party by an Affiliate of such Loan Party in circumstances where,
immediately prior to the issuance of such preferred shares, an Affiliate of such Loan
Party has loaned on an unsecured basis to such Loan Party, or an Affiliate of such Loan
Party has subscribed for preferred shares of such Loan Party in an amount equal to, the
requisite subscription price for such preferred shares;




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##### 



-6- 
 (b)
    
    by a Loan Party to one of its Affiliates in circumstances where, immediately
prior to or immediately after, as the case may be, the issuance of such preferred
shares, such Loan Party has loaned an amount equal to the proceeds of such issuance to
an Affiliate on an unsecured basis; or(c)
    
    by a Loan Party to one of its Affiliates in circumstances where, immediately
after the issuance of such preferred shares, such Loan Party has used all of the
proceeds of such issuance to subscribe for preferred shares issued by such Affiliate;in each case on terms where:
 (i)
    
    the aggregate redemption amount applicable to the preferred
shares issued to or by such Loan Party is identical:
 (A)
    
    in the case of (a) above, to the principal
amount of the loan made or the aggregate redemption amount of the
preferred shares subscribed for by such Affiliate prior to the issuance
thereof;(B)
    
    in the case of (b) above, to the principal
amount of the loan made to such Affiliate with the proceeds of the
issuance thereof; or(C)
    
    in the case of (c) above, to the aggregate
redemption amount of the preferred shares issued by such Affiliate with
the proceeds of the issuance thereof;
 (ii)
    
    the dividend payment date applicable to the preferred shares
issued to or by such Loan Party will:
 (A)
    
    in the case of (a) above, be immediately prior
to the interest payment date relevant to the loan made or the dividend
payment date on the preferred shares subscribed for by such Affiliate
immediately prior to the issuance thereof;(B)
    
    in the case of (b) above, be immediately after
the interest payment date relevant to the loan made to such Affiliate
with the proceeds of the issuance thereof; or(C)
    
    in the case of (c) above, be immediately after
the dividend payment date on the preferred shares issued by such
Affiliate with the proceeds of the issuance thereof;
 (iii)
    
    the amount of dividends provided for on any payment date in
the share conditions attaching to the preferred shares issued:
 (A)
    
    to a Loan Party in the case of (a) above, will
be equal to or in excess of the amount of interest payable in respect
of the loan made or the amount of dividends provided for in respect of the




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##### 



-7- preferred shares subscribed for by such Affiliate prior to the
issuance thereof;(B)
    
    by a Loan Party in the case of (b) above, will
be equal to or less than the amount of interest payable in respect of
the loan made to such Affiliate with the proceeds of the issuance
thereof; or(C)
    
    by a Loan Party in the case of (c) above, will
be equal to the amount of dividends in respect of the preferred shares
issued by such Affiliate with the proceeds of the issuance thereof.
 Provided, for greater certainty, that in all cases, (I) the redemption of any
preferred shares by a Loan Party; (II) the repayment of any Back-to-Back Debt by a
Loan Party; (III) the payment of any dividends by a Loan Party in respect of its
preferred shares; and (IV) the payment of any interest on Back-to-Back Debt of a
Loan Party, may, in each case, be made by a Loan Party solely by delivering the
relevant Back-to-Back Securities to the Affiliate in question, or by paying to the
Affiliate an amount in cash not in excess of the amount already received in cash
from such Affiliate. Notwithstanding the foregoing, the requirement set out above
with respect to the timing and order of events or to the effect that certain amounts
stipulated in (ii) and (iii) above must be equal to or not in excess of or not less
than certain other amounts stipulated thereunder shall not apply to Back-to-Back
Transactions between QMI Entities provided the exchange of payments relating to such
transactions are completed on the same day absent administrative, technical or
technological constraints.
 Back-to-Back Securities
 Back-to-Back Transactions
 BA Equivalent Loan
 Bankers Acceptance and B/A Bills of
Exchange Act Depository Bills
and Notes Act
 Bidco
 Bidco Effective Date
 Board of Trustees




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##### 



-8- Borrowers Borrower
 Borrowers Account
 Branch of Account
 Business Day
 Business
 Canadian Benefit Plans
 Canadian Dollars
 Canadian Pension Plans
 Capital Expenditures
 Capital Lease




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##### 



-9-  Cash Interest
 Cash Interest Coverage Ratio
 CBCA Canada Business Corporations Act
 CDOR Rate
 Certificate
 Change of Control
 Claim




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##### 



-10- Closing Date
 Collateral
 Commitment
 Commitment Fee
 Commitment Fee Payment Date
 Compliance Certificate
 Contaminant
 Contract Period
 (a)
    
    Section 2.8 with respect to Bankers Acceptances;(b)
    
    Section 2.10 with respect to Letters of Credit; and(c)
    
    Section 2.11 with respect to Hedge Facilities.
 Conversion
 Conversion Date
 Credit Facility Lenders Credit
Facility Lender
 Credit Facility Obligations




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##### 



-11- Credit Facilities
 Debt of a Person
 (a)
    
    all debts and liabilities of the Person for borrowed money, including all debts
and liabilities denominated in a foreign currency; for the purposes of calculating the
amount of debt denominated in US$, the Borrowers shall use the exchange rate
contemplated in the hedging agreements entered into by it to the extent to which such
US$ denominated debt is covered by such hedging agreements;(b)
    
    any obligation, contingent or other, which is required to be classified in
accordance with GAAP upon the Persons balance sheet as a liability;(c)
    
    any obligation secured by any Lien existing on property owned or acquired by
the Person subject to the Lien whether or not the obligation secured thereby shall have
been assumed;(d)
    
    any debt or liability of the Person representing the deferred acquisition cost
(other than such obligations incurred in the ordinary course of the Persons business
and payable within a period not exceeding 120 days from the date of its incurrence) of
property, assets or services created or arising under any conditional sale agreement or
other title retention agreement even though the rights and remedies of the seller under
that agreement in the event of default are limited to repossession or sale of property
or assets covered thereby;(e)
    
    any liabilities, contingent, unmatured or other, under indemnities given in
respect of any bankers acceptance, letter of credit or letter of guarantee;(f)
    
    all obligations of such Person under any Capital Lease by which the Person is
bound;(g)
    
    any obligation in respect of any share, ownership interest or other security of
such Person that are redeemable at the option of its holder;(h)
    
    without duplication of the Debt in respect of any hedging agreement under
clause (a) above, the out of the money mark-to-market exposure of the Person to any
counterparty arising under Hedge Contracts entered into with such counterparty; and(i)
    
    Financial Assistance provided by such Person in respect of the Debt of another
Person of the type referred to in clause (a) to (h) above.
 Debt
 Default




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##### 



-12- Disbursement
 Disbursement Date
 Discount Note
 Discount Proceeds
 (a)
    
    the face amount of the Bankers Acceptanceby
 (b)
    
    the quotient obtained by dividing:
 (i)
    
    oneby
 (ii)
    
    the sum of one plus the product of:
 (A)
    
    the Discount Rate applicable to the Bankers
Acceptanceand(B)
    
    a fraction, the numerator of which is the
applicable Contract Period and the denominator of which is 365
  Discount Rate 1 100th
 Distribution




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##### 



-13-  Documents Documents Documents
 Drawdown Date
 EBITDA EBITDA
 Environmental Activity




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##### 



-14-  Environmental Laws
 Equivalent Amount
 Excluded Taxes
 Existing Borrowers
 Event of Default
 Financial Assistance
 (a)
    
    to advance or supply funds for the purpose of the payment or purchase of any
Debt of any other Person;(b)
    
    to purchase, sell or lease (as lessee or lessor) any property, assets, goods,
services, materials or supplies primarily for the purpose of enabling any Person to
make payment of Debt or to assure the holder thereof against loss in respect of any
Debt; or(c)
    
    to indemnify or hold harmless any creditor of any other Person from or against
any losses, liabilities or damages in respect of any Debt;
   Fiscal Quarter




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##### 



-15- Fiscal Year
 Fund
 Fund Declaration of Trust
 GAAP
 Government Approvals
 Governmental Authority
 Granting Lender
 Gross-Up
 Gross-Up Payment
 Hedge Contract
 Hedging Facilities pari passu
 Holdco
 including including without limitation includes includes without limitation
 Indemnified Person




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##### 



-16- Insurance Proceeds
 Interest Payment Date
 Intellectual Property
 Investment
 ISDA
 Issuance Date
 ITA Income Tax Act
 Judgment Currency
 L/C Agreement
 L/C Issuer
 Leased Property
 Lenders
 Letter of Credit
 Letter of Guarantee
 Lien




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##### 



-17-  Limited Partnership Agreement
 Loan
 Loan Party
 Long Term Incentive Plan
 Majority Lenders .
 Material Adverse Change
 Material Adverse Effect
 Material Contract
 Material Default
 Material Subsidiary




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##### 



-18-  Maturity Date
 Net Asset Value
 Nominee
 Non BA Lender
 Non-Swing Line Advances
 OBCA
 Obligations
 Old Osprey
 Original Closing Date
 Original Co-Arrangers
 Original Credit Facility Lenders
 Original Credit Agreement
 Original Lenders
 Osprey
 Osprey GP
 Osprey LP




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##### 



-19- Other Secured Obligations
 OTPPB
 Overdraft
 Participant
 Péladeau Group
 Permitted Acquisitions Acquisition
Target
 (a)
    
    the Acquisition Target shall be in, or used for, substantially the same line of
business as the Business;(b)
    
    the Acquisition Target and all assets and operations ancillary thereto shall be
located in Canada; provided that at any time assets or operations of an Acquisition
Target may be located in any of the northern States of the United States of America, so
long as the acquisition costs for all such non-Canadian assets (including all
Transaction Costs) do not exceed in aggregate in respect of all Permitted Acquisitions,
an amount greater than $10,000,000;(c)
    
    pro formacompliance, based on the Borrowers reasonable projections, with all
covenants in Section 9.3 for a period of one year following the closing date of such
acquisition;(d)
    
    the Acquisition Target shall be free and clear of all Liens other than
Permitted Liens and the Administrative Agent, for itself and the benefit of the
Lenders, shall have obtained a first priority perfected Lien (subject to Permitted
Liens) in the Acquisition Target; under such documents, agreements and instruments and
with such legal opinions in respect thereof as reasonably requested by the
Administrative Agent; and(e)
    
    in respect of each Permitted Acquisition where all or a portion of the purchase
price for the business or assets acquired (including all Transactions Costs) is funded
from advances under the Revolving Facility, the sum of all amounts payable (including
the purchase price and all Transaction Costs) of such acquisition or series of related
acquisitions permitted hereunder shall not exceed Cdn$50,000,000 or the Equivalent
Amount in any other currency;




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##### 



-20- 
  Permitted Debt
 (a)
    
    the Obligations;(b)
    
    trade payables and other Debt to customers or suppliers of such Person
(including obligations under carrier bonds) incurred in the ordinary course of business
as part of or related to the purchase of goods and services provided to or by such
Person;(c)
    
    Permitted Subordinated Debt;(d)
    
    Debt in respect of any Hedging Facilities and other Debt to any of the Lenders
referred to in Section 6.4(b) whether or not it constitutes Other Secured Obligations;(e)
    
    Debt of a Borrower to any of its Material Subsidiaries or of any Material
Subsidiary to a Borrower or any other Material Subsidiary;(f)
    
    Debt in respect of Taxes, assessments or other governmental charges or levies
incurred in the ordinary course of business and which are not at the time due or
delinquent or the validity of which are being contested in good faith by proper legal
proceedings and as to which appropriate reserves are being maintained in accordance
with GAAP and any Lien in connection therewith has been stayed or enforcement has not
commenced;(g)
    
    Debt of any corporation which shall be acquired as a Permitted Acquisition or
Debt of any vendor of assets which are purchased by a Borrower or any Material
Subsidiary as a Permitted Acquisition which Debt is assumed as part of such purchase
transaction, provided that (i) the recourse of such Debt is limited to the assets being
acquired; (ii) any Lien in respect of such Debt does not extend to any assets other
than such assets which are acquired; (iii) such Debt was not created as a result of or
in contemplation of such acquisition; and (iv) the aggregate of all such Debt for all
acquisitions which is not otherwise Permitted Debt shall not exceed in the aggregate
$5,000,000;(h)
    
    Debt under Capital Leases;(i)
    
    Debt which is represented by a Permitted Lien;(j)
    
    any Financial Assistance provided by such Person in respect of any Debt (in the
case of a Borrower, only in respect to Debt of its Material Subsidiaries, and in the
case of a Material Subsidiary, only in respect to Debt of a Borrower or another
Material Subsidiary) referred to in clauses (a) to (i) of this definition;(k)
    
    net employee pension liabilities and post-retirement liabilities of the
Borrowers and the Material Subsidiaries for up to a maximum amount of $10,000,000 in
the




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##### 



-21- aggregate, so long as the Borrowers and each Material Subsidiary is at all times in
compliance with its obligations under Section 9.1(12);(l)
    
    month-end accruals for taxes, benefits, salaries and other accruals including,
without limitation, accruals on the amount set out in (k) above, all arising in the
ordinary course of business and not yet due;(m)
    
    Debt under any Back-to-Back Securities; and(n)
    
    unsecured Debt having a maturity in excess of the Maturity Date and having
covenants or restrictions which are less onerous than the Credit Facilities except in
respect of pricing.
 Permitted Distributions
 (a)
    
    any Distribution paid or made in shares or other ownership interests, provided
that such shares, or other ownership interests comply with Section 9.2(14);(b)
    
    any Distribution by a Borrower to its unitholders or shareholders, as
applicable;(c)
    
    any Distribution in accordance with the Long Term Incentive Plan;(d)
    
    subject to clause (e) below, any Distribution paid in interest or the
prepayment or repayment of principal on account of any Permitted Subordinated Debt;(e)
    
    any Distribution in respect of the Back-to-Back Securities; provided, however,
that to the extent such payments are made to any Affiliates of the Borrowers other than
QMI Entities, all corresponding payments required to be paid by such Affiliates
pursuant to the related Back-to-Back Securities are received, immediately prior to,
concurrently with or immediately subsequent to, any such payments by the Borrowers and
the Material Subsidiaries, and each such payment by the Borrowers and the Material
Subsidiaries shall be conditional upon receipt of an equal or greater amount from such
Affiliate;(f)
    
    any Distributions between or among the Borrowers and any Material Subsidiary;
and(g)
    
    any Distribution in respect of any Tax Benefit Transaction;
 provided, in the case of each of clauses (a) to (d) inclusive and clause (g), that no
Material Default or Event of Default has occurred and is continuing and that no Material
Default or Event of Default will result from the making of any such Distribution and, in the
case of clauses (e) and (f), that no Event of Default has occurred and is continuing and
that no Event of Default will result from the making of such Distribution.




---



##### 



-22- 
 Permitted Liens
 (a)
    
    any Lien created by, or arising under any statute or regulation or common law
(in contrast with Liens voluntarily granted) in connection with, without limiting the
foregoing, workers compensation, unemployment insurance, employers health tax or
other social security or statutory obligations that secure amounts that are not yet due
or which are being contested in good faith by proper proceedings diligently pursued and
as to which adequate reserves have been established on a Borrowers or a Subsidiarys
books and records and so long as no proceedings to enforce such Lien have been
commenced;(b)
    
    Liens made or incurred in the ordinary course of business to secure the
performance of bids, tenders, contracts (other than for the borrowing of money),
leases, statutory obligations or surety and performance bonds;(c)
    
    any construction, workers, materialmens or other like Lien created by law (in
contrast with Liens voluntarily granted), arising in connection with construction or
maintenance in the ordinary course of business, in respect of obligations which are not
due or which are being contested in good faith by proper proceedings diligently pursued
and as to which adequate reserves have been established on a Borrowers or a
Subsidiarys books and records and so long as no proceedings to enforce such Liens have
been commenced and, in respect only of Liens claiming in excess of $20,000, such Lien
has not been registered against any real property or has been removed from any assets
by way of lien bond or other manner acceptable to the Credit Facility Lenders;(d)
    
    any Lien for Taxes not due or being contested in good faith by appropriate
proceedings diligently pursued and as to which adequate reserves have been established
on a Borrowers or a Subsidiarys books and records and so long as no proceedings to
enforce such Lien have been commenced;(e)
    
    minor imperfections in title on real property that do not materially detract
from the value of the real property subject thereto and do not materially impair a
Borrowers or a Subsidiarys, as the case may be, ability to carry on its business or
the Administrative Agents or the Lenders rights and remedies under the Documents;(f)
    
    any purchase money Lien on specific assets (including Capital Leases) to secure
indebtedness incurred to finance the acquisition of those assets where the amount of
the obligations secured does not exceed 100% of the lesser of the cost or fair market
value of the assets and the amount secured by all such Liens does not exceed $5,000,000
in the aggregate in any one Fiscal Year; and extensions, renewals or replacements
thereof upon the assets if the amount of the obligations secured thereby is not
increased;(g)
    
    restrictions, licenses, easements, rights-of-way, servitudes or other similar
rights in land (including rights-of-way and servitudes for railways, sewers, drains,
gas




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##### 



-23- and oil pipelines, gas and water mains, electric light and power and telephone or
telegraph or cable television conduits, poles, wires and cables) granted to or
reserved by other Persons which in the aggregate do not materially impair the
usefulness, in the operation of the business of a Borrower and its Subsidiaries,
considered as a whole, of the real property subject to the restrictions, easements,
rights-of-way, servitudes or other similar rights in land granted to or reserved by
other Persons;(h)
    
    the rights reserved to or vested in any Person by the terms of any lease,
licence, franchise, grant or permit held by a Borrower or a Subsidiary, as the case may
be, or by any statutory provision, to terminate any such lease, licence, franchise,
grant or permit, or to require annual or periodic payments as a condition to the
continuance thereof;(i)
    
    the reservations, limitations, provisos and conditions, if any, expressed in
any original grants from the Crown and any statutory exceptions to title;(j)
    
    restrictive covenants affecting the use to which real property may be put,
provided that the covenants are complied with and do not materially detract from the
value of the real property concerned or materially impair its use in the operations of
a Borrower or a Subsidiary, as the case may be;(k)
    
    the Security Documents;(l)
    
    the right reserved to or vested in any municipality or governmental or any
other public authority 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 as a
condition to the continuance thereof;(m)
    
    Liens resulting from the deposit of cash or securities in connection with
surety and appeal bonds and costs of litigation when required by law provided that such
Lien does not extend beyond the cash or securities deposited and provided that the
aggregate amount of all such Liens outstanding at any time shall not exceed $500,000;(n)
    
    security given to a public utility or any municipality or governmental
authority when required by such utility or authority in connection with the operations
of that Person in the ordinary course of its business;(o)
    
    any Lien securing Permitted Debt which was existing on any property or asset
when acquired by a Borrower provided such Lien does not extend beyond the properties
acquired and extensions, renewals or replacements thereof upon such property if the
amount of the obligations secured thereby are not increased;(p)
    
    undetermined or inchoate Liens, rights of distress and charges incidental to
current operation which have not at such time been filed or exercised and of




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##### 



-24- which none of the Credit Facility Lenders nor the Administrative Agent has been
given notice, and which relate to obligations not due or payable;(q)
    
    zoning by-laws and other land use restrictions including, without limitation,
site plan agreements, development agreements and contract zoning agreements;(r)
    
    restrictive covenants, private deed restrictions or other agreements that
relate to the use of real property provided that such agreements would not have a
material adverse effect on such real property;(s)
    
    Liens on any specific asset acquired through a Tax Benefit Transaction provided
such Liens do not extend to any assets other than such specific asset and provided
further that such Liens are fully discharged or such specific asset is sold within 5
Business Days of such transaction; and(t)
    
    those Liens set out in Schedule 1.1(147) and extensions, renewals or
replacements thereof provided such extension, renewal or replacement does not increase
the obligations in respect of such Lien or extend the Lien to any additional property.
 Permitted Subordinated Debt
 Person
 Prime Loan




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##### 



-25- Prime Rate
 (a)
    
    the annual rate of interest announced from time to time by the Administrative
Agent as being the reference rate of the Administrative Agent, or if the Administrative
Agent shall not be a Schedule I Lender, a Schedule I Lender selected by the
Administrative Agent, then in effect for determining interest rates on Canadian Dollar
denominated commercial loans made by it in Canada; and(b)
    
    the CDOR Rate in effect on such date plus 75 basis points per annum.
  Prospectus
 Proceeds of Realization
 QMI
 QMI Entities QMI Entity
 QMI Sub Debt
 Quebecor
 Rateable Portion
 Real Property
 Reimbursement Date
 Reimbursement Obligation
 Release




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##### 



-26- Reorganization
 Reorganization Letter
 Repeating Representations and Warranties
 Reuters Screen CDOR Page
 Revolving Commitment
 Revolving Facility
 Revolving Facility Borrowers Revolving Facility Borrower
 Rollover
 Rollover Date
 Schedule I Lender Bank Act
 Schedule II/III Lender Bank Act
 Schedule I Reference Banks Bank Act
 Schedule II/III Reference Banks Bank Act
 Schedules




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##### 



-27- Second Amended and Restated Closing Date
 Second Amended and Restated Credit Agreement
 Security Securities Act
 Security Documents
 Subsidiary
 Sufficient Copies
 Swing Line Account
 Swing Line Facility
 Swing Line Lender
 Swing Line Loan
 Synergy Credit




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##### 



-28-  Tax Benefit Transaction pro
forma
 Tax Credit
 Taxes




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##### 



-29-  Term Commitment
 Term Facility
 Term Facility Borrowers Term Facility Borrower
 Third Amended and Restated Credit Agreement
 Total Commitment
 Total Debt
 (a)
    
    the Credit Facility Obligations;(b)
    
    all debts and liabilities of such Person for borrowed money, including all
debts and liabilities denominated in a foreign currency; for the purposes of
calculating the amount of debt denominated in US$, the Borrowers shall use the exchange
rate contemplated in the hedging agreements entered into by it to the extent to which
such US$ denominated debt is covered by such hedging agreements;(c)
    
    obligations of such Person under Capital Leases;(d)
    
    indebtedness of such Person for the deferred purchase price of property other
than Debt referred to in clause (b) of the definition of Permitted Debt and debt
incurred in the ordinary course of the Persons business and payable within a period
not exceeding 120 days of its incurrence;(e)
    
    indebtedness of such Person evidenced by notes, bonds, debentures or similar
instruments;(f)
    
    reimbursement obligations of such Person in respect of letters of credit,
letters of guarantee, bankers acceptances and similar agreement;(g)
    
    without duplication of Debt in respect of any hedging agreement under clause
(b) above, the out of the money mark-to-market exposure of the Person to any
counterparty arising under Hedge Contracts entered into with such counterparty;(h)
    
    all Debt of the type referred to in clauses (a) to (g) above directly or
indirectly guaranteed by such Person or for which such Person may be contingently
liable; and




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##### 



-30- 
 (i)
    
    to the extent that the Debt in clauses (a) to (g) above would be classified as
a liability on a balance sheet of such Person in accordance with GAAP, provided that
Total Debt shall not include any Debt described in clause (e) of the definition of
Permitted Debt.
 Total Revolving Commitment
 Total Term Commitment
 Transaction Costs
 U.S. Dollars US$
 Written or in writing
 1.2 Business Day
  1.3 Conflict
  1.4 Currency
  1.5 Time
  1.6 GAAP




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##### 



-31-  1.7 Headings and Table of Contents
  1.8 Number and Gender
 vice versa
 1.9 References
  1.10 Statutory References
  1.11 Time of Day
  1.12 Governing Law
  1.13 Entire Agreement




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##### 



-32- 1.14 Severability
  (a)
    
    the legality, validity or enforceability of the remaining provisions of this
Agreement; or(b)
    
    the legality, validity or enforceability of that provision in any other
jurisdiction.
 1.15 Action by Osprey LP
  1.16 Schedules




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##### 



-33-   SECTION 2  THE CREDIT FACILITIES
 2.1 Establishment of Revolving Facility
 Revolving Facility Revolving Facility
 2.2 Establishment of Term Facility
 Term
Facility
 2.3 Obligations of the Lenders and the Administrative Agent
 Rateable Portion




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##### 



-34-  Separate Obligation
 2.4 Revolving Nature of Revolving Facility
  2.5 Purpose
  2.6 Borrowing Procedures  General
 Notice of Borrowing
 Type of Advance
    
    Time of NoticePrime Loans or Swing Line Loans
(other than Overdrafts)
    
    Before 10:00 a.m. one Business Day prior
to the Drawdown Date.Bankers Acceptances
    
    Before 10:00 a.m. two Business Days prior
to the requested Drawdown Date.




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##### 



-35- Type of Advance
    
    Time of NoticeLetters of Credit
and Letters of Guarantee
    
    Before 10:00 a.m. two Business Days prior
to the Issuance Date.
  Limits on Advances.
 Administrative Agent Determination
 2.7 Minimum Advances
  2.8 Bankers Acceptances
 Term
 Discount Rate
 Purchase




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##### 



-36- Sale
 Power of Attorney for Execution of Bankers Acceptances
 Execution
 Issuance




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##### 



-37- Rollover
 Waiver of Presentment and Other Conditions
 Circumstances Making Bankers Acceptances Unavailable
 (a)
    
    the right of each Borrower to request an Advance by means of Bankers
Acceptances shall be suspended until the Majority Lenders determine that the
circumstances causing such suspension no longer exist and the Administrative Agent so
notifies the Borrowers; and(b)
    
    any notice of Drawdown or Rollover in respect of a Bankers Acceptance which is
outstanding shall be cancelled and any outstanding notice of Conversion to convert a
Prime Rate Loan into a Bankers Acceptance shall be cancelled and the request for a
Drawdown or Rollover by means of Bankers Acceptance shall be deemed to be a request
for a Drawdown of, or Rollover to, a Prime Loan in the face amount of the requested
Bankers Acceptance.
  BA Equivalent Loans by Non BA Lenders




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##### 



-38- Terms Applicable to Discount Notes
 (a)
    
    the term of a Discount Note shall be the same as the Contract Period for
Bankers Acceptances accepted and purchased on the same Drawdown Date in respect of the
same Advance;(b)
    
    an acceptance fee will be payable in respect of a Discount Note and shall be
calculated at the same rate and in the same manner as the Acceptance Fee in respect of
a Bankers Acceptance; and(c)
    
    the Discount Rate applicable to a Discount Note shall be the Discount Rate
applicable to Bankers Acceptances accepted by the Administrative Agent (as Credit
Facility Lender) on the same Drawdown Date, Rollover Date or Conversion Date, as the
case may be, in respect of the same Advance.
 Depository Bills and Notes Act Depository Bills and Notes Act
 2.9 Swing Line Loans
 Swing Line Accounts Swing Line Account
 (a)
    
    is a credit in excess of $100,000, the Swing Line Lender may apply the amount
of the credit or any part thereof rounded down to the nearest Cdn$25,000 as applicable,
as a repayment of Swing Line Loans owing to the Swing Line Lender; or(b)
    
    is a debit, the Swing Line Lender shall, if there is sufficient availability
under its Commitment, make available an Advance (a Swing Line Loan) by way of Prime
Loan in an amount rounded up to the nearest Cdn$25,000 to place the applicable
Revolving Facility Borrower in a minimum net credit position of zero (an Overdraft).




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##### 



-39- Advances
 Letters of Credit
 Provisions relating to Swing Line Facility Non-Swing Line Advances
 Transfer Relating to Rateable Portion




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##### 



-40-   Swing Line Facility After Acceleration
 2.10 Letters of Credit and Letters of Guarantee
 Currency
 Maximum Amount
 Other Documentation L/C
Agreement
 Retirement




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##### 



-41- Drawings
 Term
 Rollover
 Reimbursement Disbursement Date ) Disbursement Reimbursement Obligation




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##### 



-42-  Deemed Disbursements
  Nature of Reimbursement Obligations
 (a)
    
    the form, validity, sufficiency, accuracy, genuineness, or legal effect of any
Letter of Credit or Letter of Guarantee or any document submitted by any party in
connection with the application for or issuance of a Letter of Credit or Letter of
Guarantee, even if it should in fact prove to be in any or all respects invalid,
insufficient, inaccurate, fraudulent, or forged;(b)
    
    the form, validity, sufficiency, accuracy, genuineness, or legal effect of any
instrument transferring or assigning or purporting to transfer or assign a Letter of




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##### 



-43- Credit or Letter of Guarantee or the rights or benefits thereunder or proceeds
thereof in whole or in part, which may prove to be invalid or ineffective for any
reason;
 (c)
    
    failure of the beneficiary to comply fully with conditions required in order to
demand payment under a Letter of Credit or Letter of Guarantee;(d)
    
    errors, omissions, interruptions, or delays in transmission or delivery of any
messages, by mail, telecopier, or otherwise; or(e)
    
    any loss or delay in the transmission or otherwise of any document or draft
required in order to make a Disbursement under a Letter of Credit or Letter of
Guarantee or of the proceeds thereof.
  Indemnity for Costs
 2.11 Hedge Contracts
 Procedure
 Terms and Conditions
 Maturity




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##### 



-44- Uncommitted
 2.12 Conversion Option
  (a)
    
    each conversion to an Advance shall be for minimum aggregate amounts and whole
multiples in excess thereof as are specified in respect of that type of Advance in this
Section 2;(b)
    
    an Advance by way of Bankers Acceptance may be converted only on the last day
of the relevant Contract Period; if less than all Advances by way of Bankers
Acceptances are converted, after the conversion not less than Cdn$1,000,000 shall
remain as Advances by way of Bankers Acceptances; and(c)
    
    no Conversion into or Rollover of Bankers Acceptances shall be permitted if a
Default or Event of Default shall have occurred and be continuing on the relevant
Conversion Date or Rollover Date or after giving effect to the Conversion or Rollover
of the Advance to be made on the Conversion Date or Rollover Date.
 2.13 Conversion and Rollover Not Repayment
  2.14 Determination Final
  2.15 Mandatory Conversion of Bankers Acceptances




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##### 



-45- 2.16 Reliance on Oral Instructions
  2.17 Deposit of Proceeds of Loans and Discount Proceeds
  2.18 Evidence of Obligations
 prima facie
 2.19 Single Obligation of Borrowers




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##### 



SECTION 3  INTEREST, FEES AND EXPENSES
 3.1 Interest on Prime Loans
 Rate
 Change in Rate
 Calculation
 3.2 Fees on Bankers Acceptances
 Acceptance Fee
 3.3 Letter of Credit and Letter of Guarantee Fees
  3.4 Pricing Matrix




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##### 



-47- Acceptance Fees, Letter ofCredit and Letter ofTotal Debt to EBITDA
    
    Prime Loans
    
    Guarantee Fees33.0x
    
    0.750%
    
    1.750%>2.5x
    
    0.375%
    
    1.375%£2.5x
    
    0.100%
    
    1.100%




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##### 



-48- 3.5 Fees
  3.6 Commitment Fees
 Commitment Fees. Commitment Fee Payment Date Commitment Fee
 Calculations
 3.7 Interest on Overdue Amounts
  3.8 Interest Act
 Interest Act
 3.9 Limit on Rate of Interest
 Adjustment




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##### 



-49- Criminal Code
 (a)
    
    firstly, by reducing the amount or rate of interest required to be paid by such
Borrower to the affected Credit Facility Lender under this Section 3; and(b)
    
    thereafter, by reducing any fees, commissions, premiums and other amounts
required to be paid by such Borrower to the affected Credit Facility Lender which would
constitute interest for purposes of Section 347 of the Criminal Code(Canada).
 Reimbursement Criminal Code
 Actuarial Principles Criminal
Code
 3.10 Change in Circumstances
 Reduction in Rate of Return




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##### 



-50- Taxes, Reserves, Capital Adequacy, etc .
 (a)
    
    subjects any Credit Facility Lender to, or causes the withdrawal or termination
of a previously granted exemption with respect to, any Tax or changes the basis of
taxation, or increases any existing Tax, on payments of principal, interest, fees or
other amounts payable by a Borrower to the Credit Facility Lender under or by virtue of
this Agreement (except for Excluded Taxes);(b)
    
    imposes, modifies or deems applicable any reserve, special deposit, deposit
insurance or similar requirement against assets held by, or deposits in or for the
account of, or loans by or any other acquisition of funds by, an office of any Credit
Facility Lender in respect of any Advance or any other condition with respect to this
Agreement;(c)
    
    imposes on a Credit Facility Lender or expects there to be maintained by a
Credit Facility Lender any additional capital in respect of the Credit Facilities; or(d)
    
    imposes any Tax on reserves or deemed reserves with respect to the undrawn
portion of the Revolving Commitment of any Credit Facility Lender.
  Payment of Additional Compensation Additional
Compensation




---



##### 



-51- Commercially Reasonable
 3.11 Payment of Portion
 Affected
Borrowing
 3.12 Illegality
  3.13 Indemnity
 General




---



##### 



-52- Indemnified Person Claim
 Certificate
 Right to Assume Defence
 Survival




---



##### 



-53-  SECTION 4  REDUCTION AND REPAYMENT
 4.1 Term and Maturity of Revolving Facility
  4.2 Term and Maturity of Term Facility
  4.3 Repayment of Revolving Facility
  4.4 Repayment of Term Facility
  4.5 Mandatory Repayment
 Insurance Proceeds Asset Sale Proceeds




---



##### 



-54- 4.6 Permanent Prepayment
  4.7 Cancellation
  SECTION 5  PAYMENTS AND TAXES
 5.1 Payments Generally




---



##### 



-55-  5.2 Taxes
 Payments
 Indemnity
 Evidence of Payment
 Excluded Taxes Excluded Taxes




---



##### 



-56-  Survival
 Tax Credit Gross-Up Payment Gross-Up Tax Credit
 5.3 No Set-Off
  5.4 Application of Payments Before Exercise of Rights
  (a)
    
    firstly, in payment of any amounts due and payable as and by way of agency fees
owing to the Administrative Agent for its services provided hereunder;(b)
    
    secondly, in payment of any amounts due and payable as and by way of
recoverable expenses hereunder;




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##### 



-57- (c)
    
    thirdly, in payment of any interest, other fees, or default interest then due
and payable on or in respect of the Advances;(d)
    
    fourthly, in respect of payment by the Revolving Facility Borrowers, in the
non-permanent repayment of any principal amounts of the Advances due under the
Revolving Facility, and(e)
    
    fifthly, in payment of any other amounts then due and payable by such Borrower
hereunder or in connection herewith.
 5.5 Application of Payments After Exercise of Rights Under Section 11.2
  (a)
    
    firstly, in payment of agency fees and the reasonable costs and expenses of any
realization against a Borrower or of its property and assets, including the
out-of-pocket expenses of the Administrative Agent and the reasonable fees and out-of
pocket expenses of counsel, consultants and other advisers employed in connection
therewith and in payment of all reasonable costs and expenses incurred by the
Administrative Agent in connection with the administration and enforcement of this
Agreement or the other Documents, to the extent that those funds, costs and expenses
shall not have been reimbursed to the Administrative Agent;(b)
    
    secondly, in payment of any other unpaid fees payable hereunder by a Borrower;(c)
    
    thirdly, in payment or prepayment of principal under the Term Facility (in
respect of the Term Facility Borrowers) or the Revolving Facility (in respect of the
Revolving Facility Borrowers) and any other Obligations (other than on account of
interest) outstanding under this Agreement, any other Documents and any document or
agreement under which Other Secured Obligations arise and then to the payment of
accrued and unpaid interest thereunder; and(d)
    
    fourthly, in payment of the balance, if any, to the applicable Borrower or such
other person or persons who may be entitled at law or, in each case, their respective
successors or assigns, or as a court of competent jurisdiction may otherwise direct.




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##### 



-58- 
 SECTION 6  SECURITY DOCUMENTS
 6.1 Security Documents
  (a)
    
    unconditional and unlimited guarantee of Osprey GP, each other Material
Subsidiary, Amalco I and Nominee in respect of the Obligations;(b)
    
    general security agreements creating a first priority security interest,
subject only to Permitted Liens, in all of the personal property, assets and
undertaking of each Borrower (including Bidco, as and from the Bidco Effective Date),
Amalco I, Nominee and each Material Subsidiary (and a deed of hypothec to the same
effect in respect of Bidco, as and from the Bidco Effective Date);(c)
    
    debenture of Osprey LP and each Material Subsidiary creating a first fixed
charge, subject only to Permitted Liens, on all of its owned and leasehold real
property together with a related debenture delivery or pledge agreement;(d)
    
    assignment of all property and business interruption insurance policies;(e)
    
    specific assignments of certain contracts by Osprey LP and each Material
Subsidiary, acknowledged by all parties to such contracts;(f)
    
    pledges of shares, intercompany indebtedness and all other ownership interests
of each Subsidiary of the Borrowers and each Material Subsidiary;(g)
    
    subordination and/or inter-creditor agreement in respect of all Permitted
Subordinated Debt;(h)
    
    pledge of all of the Securities of Osprey LP and Osprey GP, and of the Fund (as
and from the Bidco Effective Date);(i)
    
    pledge of all of the Securities of Amalco I and Nominee; and(j)
    
    such other security as the Credit Facility Lenders may reasonably require,
including revisions to any of the foregoing security, if necessary, to reflect any
uncertificated securities held by the applicable pledgor.
 6.2 Additional Material Subsidiaries




---



##### 



-59-  6.3 Additional Subsidiaries
  6.4 Credit Facility Obligations and Other Secured Obligations
 pari passu
 (a)
    
    the Credit Facility Obligations; and(b)
    
    the present and future debts, liabilities and obligations of any Borrower to
any Lender (collectively, the Other Secured Obligations) under or in connection with,
(i) Hedge Contracts permitted pursuant to Section 9.2(16), (ii) cash management and
consolidation, money management, foreign-exchange, credit card and other facilities
provided by a Lender to any Borrower, and (iii) other transactions not made under this
Agreement if it is agreed by the Borrowers and the Administrative Agent acting on the
instructions of the Credit Facility Lenders that such facilities, debts, liabilities
and obligations shall be secured; provided, for greater certainty, that upon any
financial institution ceasing to be a Credit Facility Lender, the Other Secured
Obligations of such financial institution and its Affiliates, as the case may be, shall
continue to be secured by the Security Documents so long as such financial institution
was a Credit Facility Lender at the time any agreement under which any such Other
Secured Obligations arise was entered into.




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##### 



-60-  SECTION 7  CONDITIONS PRECEDENT
 7.1 Conditions Precedent to Effectiveness
  Delivery of Documents
 (a)
    
    this Agreement duly executed by all the parties thereto;(b)
    
    each Security Document or, where applicable, confirmation of the validity of
existing security, and all other Documents duly executed by all the parties thereto;(c)
    
    a Compliance Certificate, dated September 28, 2007, confirming the Borrowers
and the Material Subsidiaries are in compliance with the financial covenants set forth
in Section 9.3;(d)
    
    Certificate or other evidence satisfactory to the Administrative Agent and the
Credit Facility Lenders of each Existing Borrower, Bidco and Osprey GP dated the
Closing Date executed by an Authorized Signatory certifying:
 (i)
    
    the names and the specimen signatures of the Persons authorized
to sign this Agreement, the Security Documents and the other Documents to be
executed and delivered by it under this Agreement;(ii)
    
    that its declaration of trust, limited partnership agreement or
articles of incorporation, amalgamation or continuance, as the case may be, and
all other constating documents, which shall be attached thereto, are a complete
and correct copy and that each of the declaration of trust, limited partnership
agreement or articles of incorporation, amalgamation or continuance, as the
case may be, and all other constating documents have not been amended, modified
or supplemented and are in full force and effect; and(iii)
    
    its resolution and all other authorizations necessary to
authorize the execution and delivery of and the performance by it of its
obligations under the Security Documents and the other Documents to which it is
a party and all the transactions contemplated thereby;




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##### 



-61- 
 (e)
    
    opinions of Ogilvy Renault LLP, counsel to Bidco, the Fund, Osprey LP and
Osprey GP and each of their Subsidiaries, dated as of September 28, 2007 regarding
corporate existence, due authorization, enforceability of this Agreement and the
Security Documents and registration of the Security Documents etc. addressed to the
Administrative Agent and each Credit Facility Lender;(f)
    
    opinions of Aikins, MacAuley & Thorvaldson LLP, Manitoba counsel to Osprey LP,
dated as of September 28, 2007 regarding, existence, due authorization of this
Agreement and the Security Documents etc. addressed to the Administrative Agent and
each Credit Facility Lender;(g)
    
    certified copies of all Material Contracts then in effect not previously
provided to the Administrative Agent; and(h)
    
    such other documents as the Administrative Agent may reasonably request on
behalf of the Credit Facility Lenders, including standard documentation used by a
Credit Facility Lender in connection with the issuance of Bankers Acceptances, Letters
of Credit, Letters of Guarantee and Hedge Contracts prior to any Advance by way of any
such method.
 (2)
    
    Registration of Security Documents. All registrations, recordings and filings of or with
respect to the Security Documents which in the opinion of counsel to the Administrative Agent are
necessary to render effective the security intended to be created thereby shall have been
completed.(3)
    
    Fees. All fees payable by the Borrowers on or before the Closing Date shall have been paid to
the Administrative Agent, including, without limitation, all reasonable legal fees and
disbursements of McMillan Binch Mendelsohn LLP, counsel to the Administrative Agent.(4)
    
    Representations Correct. The representations and warranties set forth in Section 8 shall be
true and correct as at the Closing Date.(5)
    
    No Default. No Default or Event of Default shall exist as at the Closing Date.
 7.2 Conditions Precedent to All Advances
  No Default
 Representations Correct




---



##### 



-62- Notice of Advance.
 7.3 Waiver of a Condition Precedent
  7.4 Conditions Precedent to Bidco Effective Date
  Delivery of Documents
 (a)
    
    each Security Document and all other Documents (other than this Agreement) duly
executed by Bidco;(b)
    
    a Certificate or other evidence satisfactory to the Administrative Agent and
the Credit Facility Lenders of Bidco dated the Bidco Effective Date executed by an
Authorized Signatory certifying:
 (i)
    
    the names and the specimen signatures of the Persons authorized
to sign the Security Documents and the other Documents to be executed and
delivered by it under this Agreement;(ii)
    
    that its articles of incorporation, amalgamation or
continuance, as the case may be, and all other constating documents, which
shall be attached thereto, are a complete and correct copy and that each of the
articles of incorporation, amalgamation or continuance, as the case may be, and
all other constating documents have not been amended, modified or supplemented
and are in full force and effect; and(iii)
    
    its resolution and all other authorizations necessary to
authorize the execution and delivery of and the performance by it of its
obligations under the Security Documents and the other Documents to which it is
a party and all the transactions contemplated thereby;
 (c)
    
    a copy of the Advanced Income Tax Ruling issued by Canada Revenue Agency with
respect to the Reorganization or an opinion of Ogilvy Renault LLP, in form and
substance satisfactory to the Administrative Agent and its counsel;




---



##### 



-63- (d)
    
    opinions of Ogilvy Renault LLP, counsel to Bidco, dated as of the Bidco
Effective Date regarding corporate existence, due authorization, enforceability of the
Security Documents entered into by Bidco and registration of such Security Documents
etc. addressed to the Administrative Agent and each Credit Facility Lender; and(e)
    
    such other documents as the Administrative Agent may reasonably request on
behalf of the Credit Facility Lenders, including standard documentation used by a
Credit Facility Lender in connection with the issuance of Bankers Acceptances, Letters
of Credit, Letters of Guarantee and Hedge Contracts prior to any Advance by way of any
such method.
 Registration of Security Documents
 Fees
 Representations Correct
 No Default
 SECTION 8  REPRESENTATIONS AND WARRANTIES
 8.1 Representations and Warranties
  Existence, Power and Qualification
 Power and Authority




---



##### 



-64-  Authorization, Execution, Delivery and Binding Effect
 No Approvals Required
 Financial Statements
 (a)
    
    the most recent financial statements as of August 30, 2007 of the Fund, copies
of each which have been furnished to the Administrative Agent, were prepared in
accordance with GAAP applied on a basis consistent with preceding periods, except as
stated therein or in the notes, and those financial statements fairly represent the
financial condition of the Borrowers as at their date; and(b)
    
    the Compliance Certificate delivered on the Closing Date denominating
compliance with all financial covenants of the Borrowers and the Material Subsidiaries
under this Agreement were based on the financial statements of the Fund referred to in
(a) above and such balance sheet and income statement were




---



##### 



-65- prepared in accordance with GAAP with only adjustments thereto that would be
required under GAAP.
 Material Adverse Change
 Contingent Liabilities and Debt
 Title to Assets and Liens
 Security Documents
 Location of Assets, Places of Business Personal Property Security Act
 No Default or Event of Default
 Compliance




---



##### 



-66- Litigation
 Tax Returns
 Canadian Pension and Benefit Plans
 Insurance
 Corporate Organization
 Environmental Activity
 Trade-marks, Patents, etc Intellectual Property




---



##### 



-67-  Material Subsidiaries
 Real Property Real
Property
 Leases Leased
Property
 Permitted Subordinated Debt
 Material Facts
 8.2 Deemed Repetition
 mutatis mutandis




---



##### 



SECTION 9  COVENANTS
 9.1 Affirmative Covenants
  Existence
 Insurance
 Compliance with Laws, etc
 Government Approvals




---



##### 



-69-  Conduct of Business
 (a)
    
    conduct its business in a proper and efficient manner and keep proper books of
account and records with respect to the operation of its business;(b)
    
    diligently maintain, repair, use and operate its property and premises in a
commercially reasonable and efficient manner; and(c)
    
    subject to the exceptions set out in Section 9.1(13), maintain its physical
assets in good condition so that each asset may be used at all times for the purpose
for which it was intended.
 Payment
 Litigation .
 Pay Claims and Taxes .
 Notice of Default or Material Adverse Change .
 Auditors




---



##### 



-70- Access
 (a)
    
    the Credit Facility Lenders exercise of their rights under this paragraph does
not reasonably interfere with the operations of the Borrowers and the Material
Subsidiaries;(b)
    
    the Credit Facility Lenders maintain the confidentiality of all information
they receive in accordance with usual requirements of banker/customer confidentiality,
and do not use it except for the purpose of this Agreement; and(c)
    
    other than during the continuance of an Event of Default, the Credit Facility
Lenders shall not exercise such right of access more than twice in any Fiscal Year.
 Canadian Benefit and Pension Plans.
 (a)
    
    Each Borrower shall ensure that each Canadian Pension Plan described in
Schedule 8.1(15) retains its registered status under and is administered in a timely
manner in all respects in accordance with the applicable pension plan text, funding
agreement, the ITA and all other Applicable Laws.(b)
    
    Upon the request of the Administrative Agent, each Borrower shall use its best
efforts to obtain and to provide the Administrative Agent with written confirmation
from the applicable Governmental Authorities that each Canadian Pension Plan adopted by
the applicable Borrower or any of its Material Subsidiaries after the date hereof which
is required to be registered under the ITA or any other Applicable Law has been
registered without condition. From and after the adoption and registration of any
Canadian Pension Plan, each Borrower shall and shall cause each of its Material
Subsidiaries to use its best efforts to ensure that the plan retains its registered
status under and is administered in all respects in accordance with the applicable
pension plan text, funding agreement, the ITA and all other Applicable Laws.(c)
    
    Each Borrower shall cause all reports and disclosures relating to any Canadian
Pension Plan that are required by the plan or any Applicable Laws to be filed or
distributed in a timely manner.(d)
    
    Each Borrower shall, and shall cause its Material Subsidiaries to perform, all
obligations (including fiduciary, funding, investment and administration obligations)
required to be performed in connection with each Canadian Pension Plan and Canadian
Benefit Plan and the funding media therefor; make all contributions and pay all
premiums in a timely manner required to be made or paid by a Borrower or any Material
Subsidiary in accordance with the terms of the




---



##### 



-71- plan and all Applicable Laws; withhold
by way of authorized payroll deductions or otherwise collect and pay into the plan all
employee contributions required to be withheld or collected by a Borrower or any
Material Subsidiary in accordance
with the terms of the plan and all Applicable Laws; and ensure that the plan is
fully funded, both on an ongoing basis and on a solvency basis (using actuarial
methods and assumptions which are consistent with the valuations last filed with the
applicable Governmental Authorities and which are consistent with generally accepted
actuarial principles).(e)
    
    The Borrowers shall deliver to the Administrative Agent, on request, (i)
promptly after the filing thereof by any Borrower or any Material Subsidiary with any
applicable Governmental Authority, copies of each annual and other return, report or
valuation with respect to each Canadian Pension Plan; (ii) promptly after receipt
thereof, a copy of any direction, order, notice, ruling or opinion that any Borrower or
any Material Subsidiary may receive from any applicable Governmental Authority with
respect to any Canadian Pension Plan; and (iii) notification within thirty (30) days of
any increases in the benefits of any existing Canadian Pension Plan or Canadian Benefit
Plan, or the establishment of any new Canadian Pension Plan or Canadian Benefit Plan,
or the commencement of contributions to any plan to which a Borrower or any Material
Subsidiary was not previously contributing.(f)
    
    The Borrowers shall deliver to the Administrative Agent on request an
undertaking signed by the funding agent for each of the Canadian Pension Plans,
addressed to the Administrative Agent, stating that such funding agent shall on request
deliver to the Administrative Agent a copy of any notice required to be delivered by
the funding agent under applicable pension standards legislation at the same time such
notice is given to the applicable pension standards regulator.
 Maintenance .
 9.2 Negative Covenants




---



##### 



-72- Dispositions
 Negative Pledge .
 Debt .
 Distributions
 Amalgamation and Merger .




---



##### 



-73- Fundamental Change
 Material Contracts
 Investments and Financial Assistance .
 Off-Balance Sheet Transaction
 Fiscal Year End
 Change of Control.
 Chief Executive Office
 Amendment to Sub-Debt




---



##### 



-74-  Redeemable Shares .
 Guarantee Shares .
 Hedge Contracts
 9.3 Financial Covenants
  Cash Interest Coverage Ratio
 Total Debt to EBITDA
 Credit to EBITDA .




---



##### 



-75- Calculation
 (a)
    
    the ratios shall be determined as of the last day of each Fiscal Quarter on a
rolling four quarter basis based on the Compliance Certificate delivered in respect of
such Fiscal Quarter and the ratios so determined shall be deemed to apply throughout
the subsequent Fiscal Quarter unless a disposition or Permitted
Acquisition occurs during such Fiscal Quarter, in which case the ratios shall be
adjusted as of the closing date of such disposition or Permitted Acquisition;
provided, that if a Compliance Certificate shall be delivered late, not be in form
and substance satisfactory to the Credit Facility Lenders or prove to be incorrect,
the Credit Facility Lenders may adjust the calculation based on the information
available to them;(b)
    
    for all purposes if a Borrower or a Material Subsidiary shall make a
disposition or Permitted Acquisition, other than a disposition to or acquisition from a
Borrower or another Material Subsidiary, then (i) the EBITDA that the Borrowers in
respect of the 12-month period following the closing date of such disposition or
Permitted Acquisition shall thereupon be adjusted on a pro forma basis to include the
EBITDA of the operation comprising the Permitted Acquisition or exclude the EBITDA of
the operations disposed of (without deduction for any management fees) and to include
annualized interest on any Debt assumed in connection with such Permitted Acquisition
or exclude annualized interest on any Debt repaid or assumed by a third party in
connection with such disposition, in each case, for the applicable portion of the
12-month period preceding such closing date and (ii) the Cash Interest Coverage Ratio
in respect of the 12-month period following the closing of such disposition or
Permitted Acquisition shall thereupon be adjusted on a pro forma basis to include or
exclude annualized Cash Interest on Debt assumed in connection therewith or any Debt
repaid or assumed by a third party in connection with such disposition, in each case,
for the applicable portion of the 12-month period preceding such closing date provided
that, where the operations disposed of were previously acquired using the proceeds of
an Advance under the Revolving Facility, then for the purposes of this subclause (ii)
the amount of the mandatory repayments that may be excluded shall be the amount of such
Debt so repaid or assumed as shall exceed that portion of the aforesaid Advance under
the Revolving Facility as is reasonably attributable to the operations disposed of. At
the closing date of any Permitted Acquisition, the Borrowers will provide the
Administrative Agent with EBITDA and Cash Interest projections for the next 12-month
period to demonstrate compliance with clauses (1) and (2) above.
 9.4 Accounting, Financial Statements and Other Information




---



##### 



-76-  General
 Quarterly Reports
 (a)
    
    unaudited consolidated financial statements of Bidco prepared in accordance
with GAAP (including a balance sheet and statements of income and retained earnings and
changes in financial position but excluding notes); and(b)
    
    a Compliance Certificate for such Fiscal Quarter in detail satisfactory to the
Administrative Agent.
 Annual Reports .
 (a)
    
    audited annual consolidated financial statements of Bidco duly certified by its
board of directors together with a report of its Auditors whose report shall contain no
qualifications except those satisfactory to the Administrative Agent; and(b)
    
    a Compliance Certificate for such Fiscal Year in detail satisfactory to the
Administrative Agent and certifying that, as of the date of such certificate, there are
no material outstanding issues arising from the Auditors management letter in respect
of the Auditors review of the financial statements of the Borrowers for the most
recently completed Fiscal Year or, in the event that any such issues have




---



##### 



-77- arisen, an
explanation of such issues and the Borrowers plan to rectify them, including any steps
taken to rectify such issues.
 Annual Budgets .
 Securities Filings and Press Releases
 Other Information .
  9.5 Reorganization
  SECTION 10  ENVIRONMENTAL PROVISIONS
 10.1 Compliance with Environmental Laws
  10.2 Environmental Notices




---



##### 



-78-  10.3 Environmental Conditions
  10.4 Environmental Consultant
  10.5 Environmental Audit
  10.6 Indemnity




---



##### 



-79-  10.7 Environmental Approvals
  SECTION 11  DEFAULT AND ENFORCEMENT
 11.1 Events of Default
  Non-payment of Principal
 Non-payment of Interest.
 Non Payment of Fees or Other Amounts
 Breach of Covenants, etc.
 (a)
    
    any term, condition, covenant or undertaking contained in Section 9.2(1), (4),
(5), (8), (11), (12) or (15); or




---



##### 



-80- (b)
    
    any other term, condition, covenant or undertaking contained in any Document
which is not otherwise specifically addressed in this Section 11.1 and that failure, if
capable of being remedied, is not remedied within fifteen (15) days of its occurrence.
 Cross-Default
 (a)
    
    default occurs in the payment thereof when due, whether by acceleration or
otherwise; or(b)
    
    default occurs in the performance or observance of any obligation or condition
with respect thereto and that default remains unremedied after any remedial period with
respect thereto or any other event occurs with respect thereto, and the effect of that
default or other event is to accelerate the maturity of that Debt or to permit the
holder or holders thereof, or any trustee or agent for the holder or holders, to cause
the Debt to become due and payable prior to its expressed maturity, unless a waiver of
such default is given by the holder or holders, or any trustee or agent for the holder
or holders, or such default is cured prior to the Credit Facility Lenders declaring an
Event of Default.
 Representations and Warranties .
 Execution .
 Invalidity and Contest .
 Judgment .




---



##### 



-81-  Government Approval .
 Voluntary Proceedings .
 (a)
    
    institutes proceedings for substantive relief in any bankruptcy, insolvency,
debt restructuring, reorganization, readjustment of debt, dissolution, liquidation,
winding-up or other similar proceedings (including any such proceedings under the
Bankruptcy and Insolvency Act(Canada), the Winding-up and Restructuring Act(Canada),
the Companies Creditors Arrangement Act(Canada), the incorporating statute of the
relevant corporation or other similar legislation), including proceedings for the
appointment of a trustee, interim receiver, receiver, receiver and manager,
administrative receiver, custodian, liquidator, provisional liquidator, administrator,
sequestrator or other like official with respect to the relevant corporation or all or
any material part of its property or assets;(b)
    
    makes an assignment for the benefit of creditors;(c)
    
    is unable or admits in writing its inability to pay its debts as they become
due or otherwise acknowledges its insolvency or commits any other act of bankruptcy or
is taken to be insolvent under any applicable legislation;(d)
    
    voluntarily suspends the conduct of its business or operations;(e)
    
    or acquiesces to, or takes any action in furtherance of, any of the foregoing.
 Involuntary Proceedings
 (a)
    
    makes any application under the Companies Creditors Arrangement Act(Canada)
or similar legislation;(b)
    
    files a proposal or notice of intention to file a proposal under the Bankruptcy
and Insolvency Act(Canada) or similar legislation;(c)
    
    institutes a winding-up proceeding under the Winding-up and Restructuring Act
(Canada), any relevant incorporating statute or any similar legislation;




---



##### 



-82- (d)
    
    presents a petition in bankruptcy under the Bankruptcy and Insolvency Act
(Canada) or any similar legislation; or(e)
    
    files, institutes or commences any other petition, proceeding or case under any
other bankruptcy, insolvency, debt restructuring, reorganization, incorporation,
readjustment of debt, dissolution, liquidation, winding-up or similar law now or
hereafter in effect, seeking bankruptcy, liquidation, reorganization, dissolution,
winding-up, composition or readjustment of debt of any of them, the appointment of a
trustee, interim receiver, receiver, receiver and manager, administrative receiver,
custodian, liquidator, provisional liquidator, administrator, sequestrator or other
like official for any of them, or any material part of any of their respective
assets or any similar relief;(f)
    
    and if the applicable filing, proceeding, petition or case is not contested by
bona fideaction on the part of the applicable corporation and is not dismissed, stayed
or withdrawn within thirty (30) days of commencement thereof.
 Creditor Action
 Material Contracts
 11.2 Rights upon Default and Event of Default
  (a)
    
    declare that the Total Commitment has expired and that the Credit Facility
Lenders obligations to make Advances have terminated; and(b)
    
    declare the entire principal amount of all Advances outstanding, all unpaid
accrued interest and all fees and other amounts required to be paid by the




---



##### 



-83- Borrowers or
either of them hereunder to be immediately due and payable without the necessity of
presentment for payment, notice of non-payment and of protest (all of which are hereby
expressly waived) and proceed to exercise any and all rights and remedies hereunder and
under any other Document or otherwise permitted by law.
  11.3 Hedge Contracts
  11.4 Waiver of Default




---



##### 



-84-  SECTION 12  REMEDIES
 12.1 Remedies Cumulative
  12.2 Sharing of Information
  12.3 Remedies Not Limited
  12.4 Sharing of Proceeds Among the Lenders




---



##### 



-85-  12.5 Set-Off, etc.
  12.6 Administrative Agent or Lender May Perform Covenants
  12.7 Determination of Exposure
 prima facie




---



##### 



-86-  (a)
    
    the Rateable Portion of the Obligations of a Lender under this Agreement and
the Security Documents shall be the aggregate amount (expressed in Canadian Dollars) of
the Commitments and the Other Secured Obligations of such Lender;(b)
    
    the Rateable Portion of the Other Secured Obligations of a Lender under Hedge
Contracts shall be the amount (expressed in Canadian Dollars) by which a Borrower would
be out of the money (as such phrase is generally understood in
the banking industry) on a net basis if all the Hedge Contracts between that
Borrower and such Lender were marked-to-market (as such phrase is generally
understood in the banking industry).
 12.8 Decision to Enforce Security Documents
  12.9 Enforcement
  12.10 Application of Cash Proceeds of Realization




---



##### 



-87- (a)
    
    firstly, to the payment of all reasonable costs and expenses incurred by the
Administrative Agent or any trustee of the Lenders appointed by the Administrative
Agent (including, without limitation, all legal fees and disbursements) in the exercise
of all or any of the powers granted to it hereunder or under the Security Documents and
in payment of all of the remuneration of any receiver or similar agent and all
reasonable costs and expenses properly incurred by such receiver (including, without
limitation, all reasonable legal fees and disbursements) in the exercise of all or any
powers granted to it under the Security Documents;(b)
    
    secondly, in payment of all amounts of money borrowed or advanced by the
Administrative Agent, any trustee of the Lenders appointed by the Administrative Agent
or such receiver pursuant to the Security Documents and any interest thereon;(c)
    
    thirdly, to the payment or prepayment of the Obligations (including holding as
cash collateral to be applied against Obligations which have not then matured) to the
Lenders pro rata in accordance with their Rateable Portion including, without
limitation, any Lenders exposure under any Hedging Facilities; and(d)
    
    the balance, if any, to the applicable Borrower or otherwise in accordance with
Applicable Law.
 SECTION 13  THE ADMINISTRATIVE AGENT AND THE LENDERS
 13.1 Authorization of Administrative Agent
  13.2 Arrangements for Advances




---



##### 



-88-  fondé de pouvoir Attorney Civil Code of Quebec Custodian Act respecting
the special powers of legal persons (Quebec)
 mutatis mutandis
 13.3 Arrangements for Repayment of Advances




---



##### 



13.4 Lenders Bound by Decision to Exercise Remedies
  13.5 Deemed Repayment and Funding
 Assumption re Payments
 Assumption re Advances




---



##### 



-90- 13.6 Responsibility of Administrative Agent
  13.7 Acknowledgement of Lenders
 Independent Appraisal of Borrowers .
 (a)
    
    to check or enquire on its behalf into the adequacy, accuracy or completeness
of any information provided by the Borrowers or in connection with any of the Documents
(whether or not the information has been or is hereafter circulated to the Lender by
the Administrative Agent);(b)
    
    to enquire as to the performance by the Borrowers of its obligations under any
of the Documents; or(c)
    
    to assess or keep under review on its behalf the financial condition,
creditworthiness, affairs, status or nature of the Borrowers.
 No Fiduciary Obligations




---



##### 



-91- 13.8 Successor Administrative Agent
  13.9 Notices between the Lenders and the Administrative Agent
  13.10 Relations with the Borrowers




---



##### 



-92- 13.11 Reliance by Administrative Agent
  13.12 Reimbursement of Administrative Agents Expenses and Indemnity
  13.13 Action by Administrative Agent
  13.14 Borrowers Right to Rely on Administrative Agent




---



##### 



-93-    13.15 Amendments, Waivers, etc.
 Binding Waiver .
 (a)
    
    shall be binding upon the Borrowers unless it is evidenced by an instrument in
writing signed by the Borrowers; nor(b)
    
    be binding upon the Administrative Agent and the Lenders unless it is approved
in writing by the Administrative Agent and all the Credit Facility Lenders or the
Majority Lenders, as applicable.
  Errors
 Approval of All Lenders .
 (a)
    
    decrease the rate or amount of any principal, interest or fees or any other
amount payable by any Borrower or any alteration in the currency or mode of calculation
or computation thereof;




---



##### 



-94- 
 (b)
    
    any extension or reduction of the time for any payments required to be made by
any Borrower,(c)
    
    any extension of the Maturity Date;(d)
    
    the types of Advances available;(e)
    
    an increase in the Total Commitment or in any Credit Facility Lenders
Commitment;(f)
    
    an extension or reduction of the notice period required in connection with any
Advance;(g)
    
    the definition of Majority Lenders;(h)
    
    the nature and scope of the Security Documents;(i)
    
    permit any subordination of any secured Obligations;(j)
    
    an assignment or transfer by any Borrower of any of its rights and obligations
under this Agreement; or(k)
    
    any provision of this Section 13.15, or of Sections 2.3, 7.1, 7.2, 12.4 and
12.5.
  Request for Approval
 Amendment re Rights of Administrative Agent




---



##### 



-95- 13.16 Administrative Agents Duty to Deliver Documents
  13.17 No Partnership
  13.18 Adjustments Among Lenders
 Adjustment After Exercise of Rights
 General Application
 Borrowers Agreement
 13.19 Indemnity of Administrative Agent




---



##### 



-96- 13.20 Administrative Agent May Debit Accounts
  13.21 Consultation with Counsel
  13.22 Administrative Agent as Lender
  13.23 Delegation by Administrative Agent
  SECTION 14  ASSIGNS AND PARTICIPANTS
 14.1 Assignment and Participation
 Benefit and Burden of this Agreement.
 Borrower




---



##### 



-97- Assignment and Participation.
 (a)
    
    Any Credit Facility Lender (herein sometimes called a Granting Lender) may,
without the prior consent of the Borrowers or the Administrative Agent, grant a
participation in the Revolving Facility to one or more financial institutions that are
not non-residents of Canada for the purpose of the ITA (the Participant). If a
participation is granted, (i) the Granting Lender shall remain fully liable for all of
its obligations and responsibilities under this Agreement to the same extent as if the
participation had not been granted, and (ii) the Granting Lender shall administer the
participation of the Participant. None of the Participant, the Borrowers and the
Administrative Agent shall have any rights against or obligations to one another, nor
shall any of them be required to deal directly with one another in respect of the
participation by a Participant. For greater certainty, Participants, as such, shall
have no voting rights as Credit Facility Lenders under this Agreement.(b)
    
    Any Credit Facility Lender (herein sometimes called an Assigning Lender) may,
prior to an Event of Default, with the consent of the Borrowers, not to be unreasonably
withheld, and after the occurrence of an Event of Default, without the prior consent of
the Borrowers, but in all cases with the prior written consent of the Administrative
Agent, which consent may not be unreasonably withheld, (for greater certainty, it is
hereby acknowledged that if the Administrative Agent has concerns about the ability of
the Assignee to fund its Obligations under this Agreement it would be reasonable not to
consent to such assignment), assign all or any part of its rights to, and may have its
obligations in respect of the Revolving Facility and the Term Facility assumed by, one
or more financial institutions that are residents of Canada for the purposes of the ITA
(each an Assignee), provided that, when assigning all or part of its Commitment, the
Assigning Lender must assign an equal portion of its Revolving Commitment and Term
Commitment. Without limiting the generality of the foregoing, no Credit Facility Lender
shall assign any portion of its Commitment if, after that assignment, (i) the Assigning
Lenders Commitment would be less than Cdn$10,000,000, or (ii) the Assignees
Commitment would be less than Cdn$10,000,000, except that, with respect to those
Lenders whose Commitment as of the date hereof is less than Cdn$10,000,000, the dollar
amount of the foregoing assignment restriction shall be deemed to be equal to the
amount of each such Lenders Commitment as of the date hereof. Notwithstanding the
foregoing, no consent shall be required in respect of any assignment by an Assigning
Lender to (i) its Affiliate which, in the case of any transfer prior to the occurrence
of an Event of Default, is a financial institution that is not a non-resident in Canada
for the purpose of the ITA or (ii) another Credit Facility Lender. An assignment shall
become effective when the Borrowers and the Administrative Agent have been notified of
it by the Assigning Lender and have received from the Assignee an undertaking
(addressed to all the parties to this Agreement) to be bound by this Agreement and to
perform the obligations assigned to it, in substantially the form of Schedule
14.1(3)(b) and the Administrative Agent has received from the Assignee an assignment
fee of a




---



##### 



-98- minimum of $2,500 per Credit Facility Lender per assignment. Any Assignee shall be
treated as a Credit Facility Lender for all purposes of this Agreement, shall be
entitled to the full benefit hereof and shall be subject to the obligations of the
Assigning Lender to the same extent as if it were an original party in respect of
the rights or obligations assigned to it, and the Assigning Lender shall be released
and discharged accordingly and to the same extent, and such Schedules as applicable
shall be amended accordingly from time to time without further notice or other
requirement.
 Limitation
 Borrowers Cooperation
 Disclosure
 14.2 Assignment After Default
  SECTION 15  MISCELLANEOUS
 15.1 Amendments




---



##### 



-99-  15.2 Notice
  15.3 Disruption of Postal Service
  15.4 Further Assurances
  15.5 Judgment Currency
 Agreed Currency Judgment Currency




---



##### 



-100-  15.6 Waivers
  15.7 Reimbursement of Expenses
  15.8 Submission to Jurisdiction
  15.9 Counterparts
  15.10 Confidentiality
 bona fide




---



##### 



-101-  bona fide
 (a)
    
    to be bound by this Section 15.10; and(b)
    
    to require such Person to require any other Person to whom such Person
discloses such non-public information to be similarly bound by this Section 15.10.
   15.11 Acknowledgement re Liability of Fund




---



##### 



-102- 15.12 No Novation
  [SIGNATURE PAGES TO FOLLOW]




---



##### 



BORROWERS:100 Renfrew Drive
Suite 110
Markham, Ontario L3R 9R6
    
    
    
    4411986 CANADA INC.By:
    
    /s/ Jean-Francois PruneauAttention:
    
    Mr. John Leader,Vice President, Finance
    
    
    
    
    
    Name: Title:
    

Jean-Francois Pruneau Authorized SignatoryTelephone:
    
    (905) 752-1132Facsimile:
    
    (905) 752-0989With a copy toQuebecor Media Inc. 
612, St Jacques Street
Montreal, Quebec
H3C 4M8Attention:
    
    VP Legal AffairsPhone:
    
    (514) 954-0101Facsimile:
    
    (514) 985-8834100 Renfrew Drive
Suite 110
Markham, Ontario L3R 9R6
    
    
    
    OSPREY MEDIA LP, by its General Partner,
OSPREY MEDIA GP INC.By:
    
    /s/ Blair MacKenzieAttention:
    
    Mr. John Leader,Vice President, Finance
    
    
    
    
    
    Name: Title:
    
    Blair MacKenzie Authorized SignatoryTelephone:
    
    (905) 752-1132Facsimile:
    
    (905) 752-0989With a copy toQuebecor Media Inc.
612, St Jacques Street 
Montreal, Quebec 
H3C 4M8Attention:
    
    VP Legal AffairsPhone:
    
    (514) 954-0101Facsimile:
    
    (514) 985-8834




---



##### 



100 Renfrew Drive
Suite 110
Markham, Ontario L3R 9R6
    
    
    
    OSPREY MEDIA INCOME FUNDBy:
    
    /s/ Michael SiftonAttention:
    
    Mr. John Leader,Vice President, Finance
    
    
    
    
    
    Name: Title:
    
    Michael Sifton Authorized SignatoryTelephone:
    
    (905) 752-1132Facsimile:
    
    (905) 752-0989With a copy toQuebecor Media Inc. 
612, St Jacques Street 
Montreal, Quebec 
H3C 4M8Attention:
    
    VP Legal AffairsPhone:
    
    (514) 954-0101Facsimile:
    
    (514) 985-8834CREDIT FACILITY LENDERS:The Bank of Nova Scotia
P.O. Box 4085, Station A 
40 King Street West
    
    
    
    THE BANK OF NOVA SCOTIAScotia Plaza, 62nd Floor
    
    
    
    By:
    
    /s/ Robert A. KingToronto, Ontario M5W 2X6
    
    
    
    
    
    Name:
    
    Robert A. KingTitle:
    
    DirectorAttention:
    
    Director, Corporate Banking,Communications Media &
Technology
    
    
    
    By:
    
    /s/ Bradley WalkerTelephone:
    
    (416) 933-1873
    
    
    
    
    
    Name:
    
    Bradley WalkerFacsimile:
    
    (416) 866-2010
    
    
    
    
    
    Title:
    
    Associate Director




---



##### 



Bank of Montreal
    
    
    
    BANK OF MONTREALLoan Products GroupInvestment & Corporate Banking
    
    
    
    By:
    
    /s/ Martin StevensonBMO Capital Markets
    
    
    
    
    
    Name:
    
    Martin Stevenson4th Floor, 1 First Canadian Place
    
    
    
    
    
    Title:
    
    Vice PresidentToronto, Ontario M5X 1H3Attention:
    
    Vice PresidentTelephone:
    
    (416) 359-6873Facsimile:
    
    (416) 359-7796Canadian Imperial Bank of Commerce
    
    
    
    CANADIAN IMPERIAL BANK OF COMMERCEBrookfield Place, 8th Floor161 Bay Street
    
    
    
    By:
    
    /s/ William J. ChrumkaToronto, Ontario M5J 2S8
    
    
    
    
    
    Name:
    
    William J. ChrumkaTitle:
    
    Executive DirectorAttention:
    
    Managing Director,Credit Capital Markets
    
    
    
    By:
    
    /s/ Mark ChandlerTelephone:
    
    (416) 956-3837
    
    
    
    
    
    Name:
    
    Mark ChandlerFacsimile:
    
    (416) 956-3816
    
    
    
    
    
    Title:
    
    Executive DirectorCaisse centrale Desjardins
    
    
    
    CAISSE CENTRALE DESJARDINS1170, rue Peel, Bureau 600Montreal, Quebec H3B 0B1
    
    
    
    By:
    
    /s/ André RoyName:
    
    André RoyAttention:
    
    Senior Manager
    
    
    
    
    
    Title:
    
    Senior ManagerTelephone:
    
    (514) 281-7791Facsimile:
    
    (514) 281-4317
    
    
    
    By:
    
    /s/ Francine ChampouxName:
    
    Francine ChampouxTitle:
    
    Vice President




---



##### 



National City Bank, Canada Branch
130 King Street West, Suite 2140
Toronto, Ontario M5X 1E4
    
    
    
    NATIONAL CITY BANK, CANADA BRANCHBy:
    
    /s/ Caroline StadeAttention:
    
    Vice President
    
    
    
    
    
    Name:
    
    Caroline StadeTelephone:
    
    (416) 361-1744 ext. 224
    
    
    
    
    
    Title:
    
    Vice PresidentFacsimile:
    
    (416) 361-0085By:
    
    /s/ G. William HinesName:
    
    G. William HinesTitle:
    
    SVP & Principal OfficerADMINISTRATIVE AGENT:
    
    
    
    THE BANK OF NOVA SCOTIAThe Bank of Nova Scotia
    
    
    
    By:
    
    /s/ Ian McKayP.O. Box 4085, Station A
    
    
    
    
    
    Name:
    
    Ian McKay40 King Street West
    
    
    
    
    
    Title:
    
    Managing Director & Unit HeadScotia Plaza, 62nd FloorToronto, Ontario M5W 2X6
    
    
    
    By:
    
    /s/ Janet QiName:
    
    Janet QiAttention:
    
    Director, Corporate Banking,Loan Syndications
    
    
    
    
    
    Title:
    
    AssociateTelephone:
    
    (416) 866-7826Facsimile:
    
    (416) 866-3329




---



##### 



FIRST AMENDMENT TO FOURTH AMENDED
AND RESTATED CREDIT AGREEMENT
   4411986 CANADA INC.
  OSPREY MEDIA LP,
by its General Partner, Osprey Media GP Inc.
  OSPREY MEDIA PUBLISHING INC.
  EACH OF THE FINANCIAL INSTITUTIONS
FROM TIME TO TIME PARTIES HERETO
  CANADIAN IMPERIAL BANK OF COMMERCE
  BANK OF MONTREAL
  THE BANK OF NOVA SCOTIA




---



##### 



TABLE OF CONTENTS
 RECITALS
    
    
    
    
    2SECTION 1    INTERPRETATION
    
    
    21.1
    
    Definitions
    
    
    2SECTION 2    INCORPORATION INTO CREDIT AGREEMENT
    
    
    2SECTION 3    CONSENT
    
    
    3SECTION 4    ACKNOWLEDGEMENT AND CONFIRMATION
    
    
    34.1
    
    Acknowledgment of Borrowers
    
    
    34.2
    
    Confirmation of Security Documents
    
    
    3SECTION 5    AMENDMENTS TO CREDIT AGREEMENT
    
    
    45.1
    
    Amendments to Credit Agreement
    
    
    4SECTION 6    CONDITIONS PRECEDENT
    
    
    56.1
    
    Conditions to Effectiveness of First Amendment
    
    
    5SECTION 7    REPRESENTATIONS AND WARRANTIES
    
    
    77.1
    
    Representations and Warranties
    
    
    7SECTION 8    MISCELLANEOUS
    
    
    88.1
    
    No Other Amendments
    
    
    88.2
    
    Reservation of Rights and Remedies
    
    
    88.3
    
    Severability
    
    
    98.4
    
    Parties
    
    
    98.5
    
    Further Assurances
    
    
    98.6
    
    Document
    
    
    98.7
    
    Governing Law
    
    
    98.8
    
    Submission to Jurisdiction
    
    
    98.9
    
    Counterparts
    
    
    9
  (i)




---



##### 



First Amendment
 4411986 CANADA INC.
  OSPREY MEDIA LP,
by its General Partner, Osprey Media GP Inc.
  OSPREY MEDIA PUBLISHING INC.
  EACH OF THE FINANCIAL INSTITUTIONS
FROM TIME TO TIME PARTIES HERETO
  CANADIAN IMPERIAL BANK OF COMMERCE
  BANK OF MONTREAL
  THE BANK OF NOVA SCOTIA




---



##### 



-2-
 RECITALS
 Bidco Osprey LP Fund Existing Borrowers Credit Agreement
 Post-Closing Reorganization Newco First Transfer Second Transfer
   FOR VALUE RECEIVED
 SECTION 1  INTERPRETATION
 1.1 Definitions
  SECTION 2  INCORPORATION INTO CREDIT AGREEMENT




---



##### 



-3- SECTION 3  CONSENT
   SECTION 4  ACKNOWLEDGEMENT AND CONFIRMATION
 4.1 Acknowledgment of Borrowers
   4.2 Confirmation of Security Documents




---



##### 



-4- SECTION 5  AMENDMENTS TO CREDIT AGREEMENT
 5.1 Amendments to Credit Agreement
  Authorized Signatory
 Authorized Signatory
 Fund Declaration of Trust [Intentionally Deleted]
  Newco
 Revolving Facility Borrowers
 Term Facility Borrowers
    Corporate Organization. First Amendment




---



##### 



-5-  [Intentionally Deleted]
    SECTION 6  CONDITIONS PRECEDENT
 6.1 Conditions to Effectiveness of First Amendment
 Effective Date
 Delivery of Documents.
 (a)
    
    this First Amendment duly executed by all the parties thereto;(b)
    
    a general security agreement granted by Newco in favour of the Administrative
Agent, for itself and on behalf of the Lenders, creating a first priority security
interest in all the personal property, assets and undertaking of Newco;(c)
    
    a pledge agreement granted by Newco in favour of the Administrative Agent, for
itself and on behalf of the Lenders, pledging all the Securities of Nominee;(d)
    
    a pledge amendment executed by Osprey LP in respect of the Securities of Newco;(e)
    
    a deed of hypothec granted by Newco on the universality of all of its movable
and immovable property in favour of the Administrative Agent, acting as fondé de
pouvoir for the Lenders;




---



##### 



-6- 
 (f)
    
    a bond issued by Newco in favour of the Administrative Agent, for itself and on
behalf of the Lenders;(g)
    
    a pledge of the bond granted by Newco in favour of the Administrative Agent and
the Lenders;(h)
    
    a confirmation of security executed by Osprey GP and Nominee;(i)
    
    an assignment and assumption agreement executed by Osprey LP, Newco, Nominee
and the Administrative Agent;(j)
    
    an updated certificate of insurance of the Borrowers evidencing the insurance
requirements under the Credit Agreement;(k)
    
    evidence of the termination of the Fund;(l)
    
    Certificate or other evidence satisfactory to the Administrative Agent and the
Majority Lenders of each Borrower, Osprey GP and Nominee dated the Effective Date
executed by an Authorized Signatory certifying, as applicable:
 (i)
    
    the names and the specimen signatures of the Persons authorized
to sign this First Amendment, the Security Documents and the other Documents to
be executed and delivered by it under this Agreement;(ii)
    
    that its articles of incorporation, amalgamation or
continuance, or limited partnership agreement, as the case may be, and all
other constating documents, which shall be attached thereto (or in the case of
Osprey LP, Osprey GP, Nominee and Bidco, copies of amendments thereto since
September 28, 2007, if any), are a complete and correct copy and that each of
articles of incorporation, amalgamation or continuance, or limited partnership
agreement, as the case may be, and all other constating documents have not been
amended, modified or supplemented and are in full force and effect; and(iii)
    
    its resolution and all other authorizations necessary to
authorize the execution and delivery of and the performance by it of its
obligations under this First Amendment, the Security Documents and the other
Documents to which it is a party and all the transactions contemplated thereby;
 (m)
    
    opinions of Ogilvy Renault LLP, counsel to the Borrowers, Osprey GP and
Nominee, dated as of January 1, 2008 regarding corporate existence, due authorization,
enforceability of this First Amendment, the Security Documents and the other Documents
and registration of the Security Documents etc. addressed to the Administrative Agent
and each Credit Facility Lender;




---



##### 



-7- 
 (n)
    
    opinions of Aikins, MacAuley & Thorvaldson LLP, Manitoba counsel to Osprey LP,
dated as of January 1, 2008 regarding, existence, due authorization of this First
Amendment and the other Documents to which Osprey LP is a party addressed to the
Administrative Agent and each Credit Facility Lender; and(o)
    
    such other documents as the Administrative Agent may reasonably request on
behalf of the Credit Facility Lenders, including standard documentation used by a
Credit Facility Lender in connection with the issuance of Bankers Acceptances, Letters
of Credit, Letters of Guarantee and Hedge Contracts prior to any Advance by way of any
such method.
 Registration of Security Documents.
 Fees.
 Representations Correct.
 No Default.
 SECTION 7  REPRESENTATIONS AND WARRANTIES
 7.1 Representations and Warranties
  Power and Authority




---



##### 



-8-  Authorization, Execution, Delivery and Binding Effect
 No Approvals Required
 SECTION 8  MISCELLANEOUS
 8.1 No Other Amendments
  8.2 Reservation of Rights and Remedies




---



##### 



-9- 8.3 Severability
  8.4 Parties
  8.5 Further Assurances
  8.6 Document
  8.7 Governing Law
  8.8 Submission to Jurisdiction
  8.9 Counterparts
  [SIGNATURE PAGES TO FOLLOW]




---



##### 



BORROWERS:Quebecor Media Inc.612, St Jacques Street 
Montreal, Quebec 
H3C 4M8
    
    
    
    4411986 CANADA INC.Attention:
    
    VP Legal Affairs
    
    
    
    By:
    
    /s/ Jean-François PruneauPhone:
    
    (514) 954-0101
    
    
    
    
    
  Name:
    
    Jean-François PruneauFacsimile:
    
    (514) 985-8834
    
    
    
    
    
    Title:
    
    TreasurerQuebecor Media Inc.
612, St Jacques Street 
Montreal, Quebec 
H3C 4M8
    
    
    
    OSPREY MEDIA LP, by its General Partner,
OSPREY MEDIA GP INC.Attention:
    
    VP Legal Affairs
    
    
    
    By:
    
    /s/ Jean-François PruneauPhone:
    
    (514) 954-0101
    
    
    
    
    
    Name:
    
    Jean-François PruneauFacsimile:
    
    (514) 985-8834
    
    
    
    
    
    Title:
    
    Authorized SignatoryQuebecor Media Inc.
612, St Jacques Street 
Montreal, Quebec 
H3C 4M8
    
    
    
    OSPREY MEDIA PUBLISHING INC.Attention:
    
    VP Legal Affairs
    
    
    

    By:
    
    /s/ Jean-François PruneauPhone:
    
    (514) 954-0101
    
    
    
    
    
    Name:
    
    Jean-François PruneauFacsimile:
    
    (514) 985-8834
    
    
    
    
    
    Title:
    
    Treasurer




---



##### 



CREDIT FACILITY LENDERS:The Bank of Nova Scotia
P.O. Box 4085, Station A
    
    
    
    THE BANK OF NOVA SCOTIA40 King Street West
    
    
    
    By:
    
    /s/ Robert A. KingScotia Plaza, 62nd Floor
    
    
    
    
    
    Name:
    

Robert A. KingToronto, Ontario M5W 2X6
    
    
    
    
    
    Title
    

DirectorAttention:
    
    Director, Corporate Banking,
Communications Media &
Technology
    
    
    
    By:
    
    /s/ Bradley WalkerTelephone:
    
    (416) 933-1873
    
    
    
    
    
    Name:
    
    Bradley WalkerFacsimile:
    
    (416) 866-2010
    
    
    
    
    
    Title:
    
    Associate DirectorBank of Montreal 
Loan Products Group
    
    
    
    BANK OF MONTREALInvestment & Corporate Banking
    
    
    
    By:
    
    /s/ Martin StevensonBMO Capital Markets
    
    
    
    
    
    Name:
    
    Martin Stevenson4th Floor, 1 First Canadian Place 
Toronto, Ontario M5X 1H3
    
    
    
    
    
    Title:
    
    Vice PresidentAttention:
    
    Vice PresidentTelephone:
    
    (416) 359-6873Facsimile:
    
    (416) 359-7796Canadian Imperial Bank of Commerce 
Brookfield Place, 8th Floor
    
    
    
    CANADIAN IMPERIAL
BANK OF COMMERCE161 Bay Street
    
    
    
    By:
    
    /s/ William J. ChrumkaToronto, Ontario M5J 2S8
    
    
    
    
    
    Name:
    
    William J. ChrumkaTitle
    
    Executive DirectorAttention:
    
    Managing Director, 
Credit Capital Markets
    
    
    
    By:
    
    /s/ John ParkerTelephone:
    
    (416) 956-3837
    
    
    
    
    
    Name:
    
    John ParkerFacsimile:
    
    (416) 956-3816
    
    
    
    
    
    Title:
    
    [Authorized Signatory]




---



##### 



Caisse centrale Desjardins 
1170, rue Peel, Bureau 600
Montreal, Quebec H3B 0B1
    
    
    
    CAISSE CENTRALE DESJARDINSAttention:
    
    Senior Manager
    
    
    
    By:
    
    /s/ André RoyTelephone:
    
    (514) 281-7791
    
    
    
    
    
    Name:
    
    André RoyFacsimile:
    
    (514) 281-4317
    
    
    
    
    
    Title:
    
    Senior ManagerBy:
    
    /s/ Francine ChampouxName:
    
    Francine ChampouxTitle:
    
    Vice PresidentNational City Bank, Canada Branch 
130 King Street West, Suite 2140 
Toronto, Ontario M5X 1E4
    
    
    
    NATIONAL CITY BANK, CANADA BRANCHAttention:
    
    Vice President
    
    
    
    By:
    
    /s/ Mike DanbyTelephone:
    
    (416) 361-1744 ext. 224
    
    
    
    
    
    Name:
    
    Mike DanbyFacsimile:
    
    (416) 361-0085
    
    
    
    
    
    Title:
    
    Assistant Vice PresidentBy:
    
    /s/ Bill HinesName:
    
    Bill HinesTitle:
    
    Senior Vice President & Principal OfficerADMINISTRATIVE AGENT:
    
    
    
    THE BANK OF NOVA SCOTIAThe Bank of Nova  Scotia
P.O. Box 4085, Station A 
40 King Street West
    
    
    
    By:
    
    /s/ Jim BeningerScotia Plaza, 62nd Floor
    
    
    
    
    
    Name:
    
    Jim BeningerToronto, Ontario M5W 2X6
    
    
    
    
    
    Title:
    
    DirectorAttention:
    
    Director, Corporate Banking,
Loan Syndications
    
    
    
    By:
    
    /s/ Janet QiTelephone:
    
    (416) 866-7826
    
    
    
    
    
    Name:
    
    Janet QiFacsimile:
    
    (416) 866-3329
    
    
    
    
    
    Title:
    
    Associate Director




---



##### 



United Overseas Bank Limited, 
Vancouver Branch
#1680  650 West Georgia Street 
Vancouver, British Columbia V6B 4N9
    
    
    
    UNITED OVERSEAS BANK LIMITED,
VANCOUVER BRANCHAttention:
    
    Vice President
    
    
    
    By:
    
    /s/ K. Jin KohTelephone:
    
    (604) 662-7055
    
    
    
    
    
    Name:
    
    K. Jin KohFacsimile:
    
    (604) 662-3356
    
    
    
    
    
    Title:
    
    General Manager