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Exhibit 4.3  


EXECUTION
COPY 










QUEBECOR WORLD CAPITAL CORPORATION,



as Issuer



QUEBECOR WORLD INC.,



as Guarantor



AND



CITIBANK, N.A.,



as Trustee 




 
 

Indenture    
    


Dated
as of November 3, 2003 








  



 
 

QUEBECOR WORLD CAPITAL CORPORATION1
  
    Reconciliation and tie between Trust Indenture Act
  of 1939 and Indenture, dated as of November 3, 2003

    



	Trust Indenture

Act Section
 
	 	Indenture Section

	§ 310	(a)(1)	 	607
	 	(a)(2)	 	607
	 	(b)	 	608
	

§ 312	

(c)	
 	

701
	

§ 314	

(a)	
 	

703
	 	(a)(4)	 	1004
	 	(c)(1)	 	102
	 	(c)(2)	 	102
	 	(e)	 	102
	

§ 315	

(b)	
 	

601
	

§ 316	

(a) (last sentence)	
 	

101 ("Outstanding")
	 	(a)(1)(A)	 	502, 512
	 	(a)(1)(B)	 	513
	 	(b)	 	508
	 	(c)	 	104(e)
	

§ 317	

(a)(1)	
 	

503
	 	(a)(2)	 	504
	 	(b)	 	1003
	

§ 318	

(a)	
 	

111







Note: 


	1
	This
reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture. 


i






  



 
 

TABLE OF CONTENTS2    
    



	 
	 	Page

	PARTIES	 	1
	RECITALS OF THE COMPANY	 	1
	ARTICLE One DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	 	1
	 	SECTION 101. Definitions	 	1
	 	 	"Act"	 	2
	 	 	"Additional Amounts"	 	2
	 	 	"Affiliate"	 	2
	 	 	"Agent Member"	 	2
	 	 	"Amount Payable at Maturity"	 	2
	 	 	"Applicable Procedures"	 	2
	 	 	"Attributable Value"	 	2
	 	 	"Authenticating Agent"	 	3
	 	 	"Authorized Newspaper"	 	3
	 	 	"Bearer Security"	 	3
	 	 	"Board of Directors"	 	3
	 	 	"Board Resolution"	 	3
	 	 	"Business Day"	 	3
	 	 	"Canadian Taxing Authority"	 	3
	 	 	"Clearstream"	 	3
	 	 	"Commission"	 	3







Note: This table of contents shall not, for any purpose, be deemed to be a part of the Indenture. 


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	 	Page

	 	"Common Depositary"	 	3
	 	"Company"	 	3
	 	"Company Request" or "Company Order"	 	4
	 	"Consolidated Net Tangible Assets"	 	4
	 	"Conversion Date"	 	4
	 	"Conversion Event"	 	4
	 	"Corporate Trust Office"	 	4
	 	"corporation"	 	4
	 	"coupon"	 	4
	 	"Currency"	 	4
	 	"Default"	 	4
	 	"Defaulted Interest"	 	4
	 	"Depositary"	 	4
	 	"Dollar" or "$"	 	5
	 	"Dollar Equivalent of the Currency Unit"	 	5
	 	"Dollar Equivalent of the Foreign Currency"	 	5
	 	"DTC"	 	5
	 	"Election Date"	 	5
	 	"Euro"	 	5
	 	"Euroclear"	 	5
	 	"Event of Default"	 	5
	 	"Exchange Date"	 	5
	 	"Exchange Rate Agent"	 	5
	 	"Exchange Rate Officer's Certificate"	 	5
	 	"Federal Bankruptcy Code"	 	5




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	 	Page

	 	"Foreign Currency"	 	5
	 	"Global Security"	 	6
	 	"Government Obligations"	 	6
	 	"Guarantee"	 	6
	 	"Guarantor"	 	6
	 	"Holder"	 	6
	 	"Indenture"	 	6
	 	"Indexed Security"	 	7
	 	"interest"	 	7
	 	"Interest Payment Date"	 	7
	 	"Lien"	 	7
	 	"Market Exchange Rate"	 	7
	 	"Maturity"	 	7
	 	"Officers' Certificate"	 	8
	 	"Opinion of Counsel"	 	8
	 	"Original Issue Discount Security"	 	8
	 	"Outstanding"	 	8
	 	"Owner Securities Certification"	 	9
	 	"Paying Agent"	 	9
	 	"Permitted Liens"	 	9
	 	"Person"	 	10
	 	"Place of Payment"	 	10
	 	"Predecessor Security"	 	10
	 	"Purchase Money Mortgage"	 	10
	 	"Redemption Date"	 	10




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	 	Page

	 	"Redemption Price"	 	10
	 	"Registered Security"	 	10
	 	"Regular Record Date"	 	10
	 	"Regulation S"	 	10
	 	"Regulation S Securities"	 	11
	 	"Repayment Date"	 	11
	 	"Repayment Price"	 	11
	 	"Responsible Officer"	 	11
	 	"Restricted Global Security"	 	11
	 	"Restricted Period"	 	11
	 	"Restricted Securities"	 	11
	 	"Restricted Securities Legend"	 	11
	 	"Rule 144A"	 	11
	 	"Rule 144A Securities"	 	11
	 	"Sale and Leaseback Transaction"	 	11
	 	"Securities"	 	11
	 	"Securities Act"	 	12
	 	"Securities Act Legend"	 	12
	 	"Security Register" and "Security Registrar"	 	12
	 	"Significant Subsidiary"	 	12
	 	"Special Record Date"	 	12
	 	"Stated Maturity"	 	12
	 	"Subsidiary"	 	12
	 	"Taxes"	 	12
	 	"Temporary Regulation S Global Securities"	 	12




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	 	Page

	 	 	"Trust Indenture Act" or "TIA"	 	12
	 	 	"Trustee"	 	12
	 	 	"United States"	 	13
	 	 	"Valuation Date"	 	13
	 	 	"Vice President"	 	13
	 	 	"Voting Stock"	 	13
	 	 	"Wholly-Owned Subsidiary"	 	13
	 	 	"Yield to Maturity"	 	13
	 	SECTION 102. Compliance Certificates and Opinions	 	13
	 	SECTION 103. Form of Documents Delivered to Trustee	 	14
	 	SECTION 104. Acts of Holders	 	14
	 	SECTION 105. Notices, etc. to Trustee, Company and Guarantor	 	16
	 	SECTION 106. Notice to Holders; Waiver	 	16
	 	SECTION 107. Effect of Headings and Table of Contents	 	17
	 	SECTION 108. Successors and Assigns	 	17
	 	SECTION 109. Separability Clause	 	17
	 	SECTION 110. Benefits of Indenture	 	18
	 	SECTION 111. Governing Law	 	18
	 	SECTION 112. Legal Holidays	 	18
	 	SECTION 113. Agent for Service; Submission to Jurisdiction; Waiver of Immunities	 	18
	 	SECTION 114. Conversion of Currency	 	19
	 	SECTION 115. Currency Equivalent	 	20
	 	SECTION 116. No Recourse Against Others	 	20
	 	SECTION 117. Multiple Originals	 	21
	 	SECTION 118. Conflict with Trust Indenture Act	 	21




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	 	Page

	 	SECTION 119. Language	 	21
	ARTICLE Two Security FORMS	 	21
	 	SECTION 201. Forms Generally	 	21
	 	SECTION 202. Form of Trustee's Certificate of Authentication	 	23
	 	SECTION 203. Securities Issuable in Global Form	 	23
	 	SECTION 204. Guarantee by Guarantor; Form of Guarantee	 	24
	 	SECTION 205. Form of Legend for Securities	 	26
	ARTICLE Three THE SECURITIES	 	28
	 	SECTION 301. Amount Unlimited; Issuable in Series	 	28
	 	SECTION 302. Denominations	 	32
	 	SECTION 303. Execution, Authentication, Delivery and Dating	 	32
	 	SECTION 304. Temporary Securities	 	35
	 	SECTION 305. Registration, Registration of Transfer and Exchange	 	37
	 	SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities	 	41
	 	SECTION 307. Payment of Interest; Interest Rights Preserved; Optional Interest Reset	 	42
	 	SECTION 308. Optional Extension of Stated Maturity	 	44
	 	SECTION 309. Persons Deemed Owners	 	45
	 	SECTION 310. Cancellation	 	46
	 	SECTION 311. Computation of Interest	 	46
	 	SECTION 312. Currency and Manner of Payments in Respect of Securities	 	47
	 	SECTION 313. Appointment and Resignation of Successor Exchange Rate Agent	 	50
	 	SECTION 314. Global Securities	 	51
	 	SECTION 315. CUSIP Numbers	 	51
	ARTICLE Four SATISFACTION AND DISCHARGE	 	51




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	 	Page

	 	SECTION 401. Satisfaction and Discharge of Indenture	 	51
	 	SECTION 402. Application of Trust Money	 	52
	ARTICLE Five REMEDIES	 	53
	 	SECTION 501. Events of Default	 	53
	 	SECTION 502. Acceleration of Maturity; Rescission and Annulment	 	55
	 	SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee	 	56
	 	SECTION 504. Trustee May File Proofs of Claim	 	57
	 	SECTION 505. Trustee May Enforce Claims Without Possession of Securities	 	57
	 	SECTION 506. Application of Money Collected	 	58
	 	SECTION 507. Limitation on Suits	 	58
	 	SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and Interest	 	59
	 	SECTION 509. Restoration of Rights and Remedies	 	59
	 	SECTION 510. Rights and Remedies Cumulative	 	59
	 	SECTION 511. Delay or Omission Not Waiver	 	59
	 	SECTION 512. Control by Holders	 	60
	 	SECTION 513. Waiver of Past Defaults	 	60
	 	SECTION 514. Waiver of Stay or Extension Laws	 	60
	 	SECTION 515. Undertaking for Costs	 	61
	ARTICLE Six THE TRUSTEE	 	61
	 	SECTION 601. Certain Duties and Responsibilities	 	61
	 	SECTION 602. Notice of Defaults	 	62
	 	SECTION 603. Certain Rights of Trustee	 	62
	 	SECTION 604. Trustee Not Responsible for Recitals or Issuance of Securities	 	64
	 	SECTION 605. May Hold Securities	 	64




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	 	Page

	 	SECTION 606. Money Held in Trust	 	64
	 	SECTION 607. Compensation and Reimbursement	 	64
	 	SECTION 608. Corporate Trustee Required; Eligibility	 	65
	 	SECTION 609. Resignation and Removal; Appointment of Successor	 	65
	 	SECTION 610. Acceptance of Appointment by Successor	 	67
	 	SECTION 611. Merger, Conversion, Consolidation or Succession to Business	 	68
	 	SECTION 612. Appointment of Authenticating Agent	 	68
	 	SECTION 613. Preferential Collection of Claims	 	70
	 	SECTION 614. Trustee's Application for Instructions from the Company	 	70
	ARTICLE Seven HOLDERS' LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTOR	 	70
	 	SECTION 701. Disclosure of Names and Addresses of Holders	 	70
	 	SECTION 702. Reports by Trustee	 	71
	 	SECTION 703. Reports by Guarantor	 	71
	ARTICLE Eight CONSOLIDATION, AMALGAMATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	 	72
	 	SECTION 801. Company and Guarantor May Amalgamate or Consolidate, etc., Only on Certain Terms	 	72
	 	SECTION 802. Successor Person Substituted	 	73
	 	SECTION 803. Securities to Be Secured in Certain Events	 	74
	ARTICLE Nine SUPPLEMENTAL INDENTURES	 	74
	 	SECTION 901. Supplemental Indentures Without Consent of Holders.	 	74
	 	SECTION 902. Supplemental Indentures with Consent of Holders	 	75
	 	SECTION 903. Execution of Supplemental Indentures	 	77
	 	SECTION 904. Effect of Supplemental Indentures	 	77
	 	SECTION 905. Conformity with Trust Indenture Act	 	77




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	 	Page

	 	SECTION 906. Reference in Securities to Supplemental Indentures	 	77
	 	SECTION 907. Notice of Supplemental Indentures	 	77
	ARTICLE Ten COVENANTS	 	78
	 	SECTION 1001. Payment of Principal, Premium, if any, and Interest	 	78
	 	SECTION 1002. Maintenance of Office or Agency	 	78
	 	SECTION 1003. Money for Securities Payments to Be Held in Trust	 	79
	 	SECTION 1004. Statement as to Compliance and Notice of Default	 	81
	 	SECTION 1005. Additional Amounts	 	81
	 	SECTION 1006. Payment of Taxes and Other Claims	 	82
	 	SECTION 1007. Maintenance of Properties	 	83
	 	SECTION 1008. Corporate Existence	 	83
	 	SECTION 1009. Limitation on Liens	 	83
	 	SECTION 1010. Limitation on Sale and Leaseback Transactions	 	84
	 	SECTION 1011. Incurrence of Debt	 	84
	 	SECTION 1012. Waiver of Certain Covenants	 	84
	 	SECTION 1013. Calculation of Original Issue Discount	 	84
	ARTICLE Eleven REDEMPTION OF SECURITIES	 	85
	 	SECTION 1101. Applicability of Article	 	85
	 	SECTION 1102. Election to Redeem; Notice to Trustee	 	85
	 	SECTION 1103. Selection by Trustee of Securities to Be Redeemed	 	85
	 	SECTION 1104. Notice of Redemption	 	85
	 	SECTION 1105. Deposit of Redemption Price	 	87
	 	SECTION 1106. Securities Payable on Redemption Date	 	87
	 	SECTION 1107. Securities Redeemed in Part	 	88
	 	SECTION 1108. Tax Redemption	 	88




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	 	Page

	ARTICLE Twelve SINKING FUNDS	 	89
	 	SECTION 1201. Applicability of Article	 	89
	 	SECTION 1202. Satisfaction of Sinking Fund Payments with Securities	 	89
	 	SECTION 1203. Redemption of Securities for Sinking Fund	 	89
	ARTICLE Thirteen REPAYMENT AT OPTION OF HOLDERS	 	90
	 	SECTION 1301. Applicability of Article	 	90
	 	SECTION 1302. Repayment of Securities	 	91
	 	SECTION 1303. Exercise of Option	 	91
	 	SECTION 1304. When Securities Presented for Repayment Become Due and Payable	 	91
	 	SECTION 1305. Securities Repaid in Part	 	92
	ARTICLE Fourteen DEFEASANCE AND COVENANT DEFEASANCE	 	93
	 	SECTION 1401. Option to Effect Defeasance or Covenant Defeasance	 	93
	 	SECTION 1402. Defeasance and Discharge	 	93
	 	SECTION 1403. Covenant Defeasance	 	93
	 	SECTION 1404. Conditions to Defeasance or Covenant Defeasance	 	94
	 	SECTION 1405. Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	 	96
	 	SECTION 1406. Reinstatement	 	97
	ARTICLE Fifteen GUARANTEE OF SECURITIES	 	97
	 	SECTION 1501. Guarantee	 	97
	 	SECTION 1502. Execution and Delivery of Guarantees	 	98
	 	SECTION 1503. Notice to Trustee	 	99
	 	SECTION 1504. This Article Not to Prevent Events of Default	 	99
	ARTICLE Sixteen MEETINGS OF HOLDERS OF Securities	 	99




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	 	Page

	 	SECTION 1601. Purposes for Which Meetings May Be Called	 	99
	 	SECTION 1602. Call, Notice and Place of Meetings	 	100
	 	SECTION 1603. Persons Entitled to Vote at Meetings	 	100
	 	SECTION 1604. Quorum; Action	 	100
	 	SECTION 1605. Determination of Voting Rights; Conduct and Adjournment of Meetings	 	101
	 	SECTION 1606. Counting Votes and Recording Action of Meetings	 	102
	TESTIMONIUM	 	108
	SIGNATURES	 	108
	FORMS OF CERTIFICATION	 	EXHIBIT A
	FORM OF GLOBAL NOTE	 	EXHIBIT B




xii







  





        INDENTURE, dated as of November 3, 2003 between QUEBECOR WORLD CAPITAL CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (herein
called the "Company"), having its principal office at 340 Pemberwick Road, Greenwich, Connecticut 06831, QUEBECOR WORLD INC., a company incorporated pursuant to the Canada Business Corporations
Act, as Guarantor (herein called the "Guarantor"), having its principal office at 612 Saint-Jacques Street, Montreal, Quebec, Canada, H3C 4M8, and CITIBANK, N.A., a national banking association
duly incorporated and existing under the laws of the United States of America, as trustee (herein called the "Trustee"). 


 
 

RECITALS OF THE COMPANY    
    


        The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or
other evidences of indebtedness (herein called the "Securities"), to be issued in one or more series as in this Indenture provided. 


        The
Guarantor has duly authorized the execution and delivery of this Indenture, and the making of the Guarantees pursuant to this Indenture (the "Guarantees"). 


        This
Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, that are required to be part of this Indenture and shall, to the extent applicable, be
governed by such provisions. 


        All
things necessary to make this Indenture a valid and binding agreement of the Company and the Guarantor, in accordance with its terms, have been done. 


        NOW,
THEREFORE, THIS INDENTURE WITNESSETH: 


        For
and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Securities or of series thereof, as follows: 


 
 

ARTICLE ONE
  
    DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION    
    


        SECTION 101.    Definitions. 


        For
all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: 



        (1)   the
terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular; 



        (2)   all
other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein, and the
terms "cash transaction" and "self-liquidating paper", as used in TIA Section 311, 



1





 

shall
have the meanings assigned to them in the rules of the Commission adopted under the Trust Indenture Act; 



        (3)   all
accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and, except as
otherwise herein expressly provided, the term "generally accepted accounting principles" with respect to any computation required or permitted hereunder shall mean such accounting principles as are
generally accepted in Canada at the date of such computation; and 


        (4)   the
words "herein", "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other
subdivision. 




        Certain
terms, used principally in Article Three, are defined in that Article. 


        "Act",
when used with respect to any Holder, has the meaning specified in Section 104. 


        "Additional
Amounts" has the meaning specified in Section 1005. 


        "Affiliate"
of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For
the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. 


        "Agent
Member" means any member of, or participant in, the Depositary. 


        "Amount
Payable at Maturity" of a Security means the Amount Payable at Maturity as set forth on the face of the Security. 


        "Applicable
Procedures" means, with respect to any transfer or transaction involving a Global Security or beneficial interest therein, the rules and procedures of the Depositary for such
Security, Euroclear and Clearstream, in each case to the extent applicable to such transaction and as in effect from time to time. 



        "Attributable
Value" means, as to any particular lease under which any Person is at the time liable for a term of more than 12 months, and at any date as of which the amount
thereof is to be determined, the total net amount of rent required to be paid by such Person under such lease during the remaining term thereof (excluding any subsequent renewal or other extension
option held by the lessee), discounted from the respective due dates to the date of determination at the actual interest rate inherent in such arrangement compounded semi-annually. The net
amount of rent required to be paid under any such lease for any such period shall be the aggregate amount of rent payable by the lessee with respect to such period after excluding amounts required to
be paid on account of insurance, taxes, assessments, utility, operating and labor costs and similar charges. In the case of any lease which is terminable by the 


2





 

lessee
upon the payment of a penalty, such net amount shall also include the amount of such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first
date upon which it may be so terminated. 


        "Authenticating
Agent" means any Person appointed by the Trustee to act on behalf of the Trustee pursuant to Section 612 to authenticate Securities. 



        "Authorized
Newspaper" means a newspaper, in the English language or in an official language of the country of publication, customarily published on each Business Day, whether or not
published on Saturdays, Sundays or holidays, and of general circulation in each place in connection with which the term is used or in the financial community of each such place. Where successive
publications are required to be made in Authorized Newspapers, the successive publications may be made in the same or in different newspapers in the same city meeting the foregoing requirements and in
each case on any Business Day. 


        "Bearer
Security" means any Security except a Registered Security. 


        "Board
of Directors" means the board of directors of the Company or the Guarantor, as the case may be, or any duly authorized committee of such board. 


        "Board
Resolution" means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company or the Guarantor, as the case may be, to have been duly adopted by the
Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. 


        "Business
Day", when used with respect to any Place of Payment or any other particular location referred to in this Indenture or in the Securities, means, unless otherwise specified with
respect to any Securities pursuant to Section 301, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment or other
location are authorized or obligated by law or executive order to close. 


        "Canadian
Taxing Authority" means any federal, provincial, territorial or other Canadian government or any authority or agency therein having the power to tax. 


        "Clearstream"
means Clearstream Banking, société anonyme, or its successor. 


        "Commission"
means the U.S. Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, or, if at any time after the
execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time. 


        "Common
Depositary" has the meaning specified in Section 304. 


        "Company"
means the Person named as the "Company" in the first paragraph of this Indenture until a successor Person shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter "Company" shall mean such successor Person. 


3





 

        "Company
Request" or "Company Order" means a written request or order signed in the name of the Company by its Chairman, its President, any Vice President, its Treasurer or an Assistant
Treasurer, and delivered to the Trustee. 


        "Consolidated
Net Tangible Assets" means the total amount of assets of any Person on a consolidated basis after deducting therefrom (i) all current liabilities, (ii) all
goodwill, trade names, trademarks, patents, unamortized debt discount and expense and all other like intangible assets and (iii) appropriate adjustments on account of minority interests of
other Persons holding shares of such Subsidiaries, all as set forth on the most recent balance sheet of such Person and its consolidated subsidiaries (but, in any event, as of a date within
150 days of the date of determination) and computed in accordance with the accounting principles used in the preparation of the Guarantor's financial statements. 


        "Conversion
Date" has the meaning specified in Section 312(d). 


        "Conversion
Event" means the cessation of use of (i) a Foreign Currency both by the government of the country which issued such Currency and by a central bank or other public
institution of or within the international banking community for the settlement of transactions, (ii) the Euro or (ii) any currency unit (or composite currency) for the purposes for
which it was established. 


        "Corporate
Trust Office" means the principal office of the Trustee, at which at any particular time its corporate trust business shall be administered, which office on the date of
execution of this Indenture is located at 111 Wall Street, 14th floor, New York, New York, 10005, Attention: Citibank Agency and Trust, or such other address as the Trustee may designate
from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to
time by notice to the Holders and the Company). 



        "corporation"
includes corporations, associations, companies and business trusts. 


        "coupon"
means any interest coupon appertaining to a Bearer Security. 


        "Currency"
means any currency or currencies, composite currency or currency unit or currency units, including, without limitation, the Euro, issued by the government of one or more
countries or by any recognized confederation or association of such governments. 


        "Default"
means any event which is, or after notice or passage of time or both would be, an Event of Default. 


        "Defaulted
Interest" has the meaning specified in Section 307. 


        "Depositary"
means a clearing agency registered under the Exchange Act that is designated to act as Depositary for the Global Securities. The Company initially appoints DTC as the
Depositary. 


        "Depository
Securities Certification" has the meaning specified in Section 304. 


4





 

        "Dollar"
or "$" means a dollar or other equivalent unit in such coin or currency of the United States of America as at the time shall be legal tender for the payment of
public and private debts. 


        "Dollar
Equivalent of the Currency Unit" has the meaning specified in Section 312(g). 



        "Dollar
Equivalent of the Foreign Currency" has the meaning specified in Section 312(f). 


        "DTC"
means The Depository Trust Company, its nominees and their respective successors. 


        "Election
Date" has the meaning specified in Section 312(h). 


        "Euro"
means the single currency of the participating member states from time to time of the European Union described in legislation of the European Council for the operation of a single
unified European currency (whether known as the Euro or otherwise). 


        "Euroclear"
means Euroclear S.A./N.V., or its successor, as operator of the Euroclear System. 


        "Event
of Default" has the meaning specified in Section 501. 


        "Exchange
Act" means the United States Securities Exchange Act of 1934, as amended. 


        "Exchange
Date" has the meaning specified in Section 304. 


        "Exchange
Rate Agent" means, with respect to Securities of or within any series, unless otherwise specified with respect to any Securities pursuant to Section 301, a
New York Clearing House bank, designated pursuant to Section 301 or Section 313. 


        "Exchange
Rate Officer's Certificate" means a tested telex or a certificate setting forth (i) the applicable Market Exchange Rate and (ii) the Dollar or Foreign Currency
amounts of principal (and premium, if any) and interest, if any (on an aggregate basis and on the basis of a Security having the lowest denomination principal amount determined in accordance with
Section 302 in the relevant Currency), payable with respect to a Security of any series on the basis of such Market Exchange Rate, sent (in the case of a telex) or signed (in the case of a
certificate) by the Treasurer, any Vice President or any Assistant Treasurer of the Company. 


        "Federal
Bankruptcy Code" means the Bankruptcy Act of Title 11 of the United States Code, as amended from time to time. 


        "Foreign
Currency" means any Currency other than Currency of the United States. 


5





 

        "Global
Security" means one or more Securities evidencing all or part of the Securities bearing the legends set forth in Section 205. 


        "Government
Obligations" means, unless otherwise specified with respect to any series of Securities pursuant to Section 301, securities which are (a) direct obligations of
the government which issued the currency in which the Securities of a particular series are payable or (b) obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of the government which issued the currency in which the Securities of such series are payable, the payment of which is unconditionally guaranteed by such government, which, in either
case, are full faith and credit obligations of such government payable in such currency and are not callable or redeemable at the option of the issuer thereof and shall also include a depository
receipt issued by a bank or trust company as custodian with respect to any such Government Obligation or a specific payment of interest on or principal of any such Government Obligation held by such
custodian for the account of a holder of a depositary receipt, provided that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Obligation or the specific payment of interest or
principal of the Government Obligation evidenced by such depository receipt. 


        "Guarantee"
means any guarantee of the Guarantor as endorsed on each Security authenticated and delivered pursuant to this Indenture and shall include the Guarantee set forth in
Section 1501 of this Indenture and all other obligations and covenants of the Guarantor contained in this Indenture and any Securities. 


        "Guarantor"
means the Person named as "Guarantor" in the first paragraph of this Indenture until a successor corporation shall have become such pursuant to the applicable provisions of
this Indenture, and thereafter "Guarantor" shall mean such successor corporation. 



        "Holder"
means, in the case of a Registered Security, the Person in whose name a Security is registered in the Security Register and, in the case of a Bearer Security, the bearer thereof
and, when used with respect to any coupon, shall mean the bearer thereof. 


        "Indenture"
means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to
the applicable provisions hereof, and shall include the terms of particular series of Securities established as contemplated by Section 301; provided,
however, that, if at any time more than one Person is acting as Trustee under this instrument, "Indenture" shall mean, with respect to any one or more series of Securities for
which such Person is Trustee, this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to
the applicable provisions hereof and shall include the terms of particular series of Securities for which such Person is Trustee established as contemplated by Section 301, exclusive, however,
of any provisions or terms which relate solely to other series of Securities for which such Person is not Trustee, regardless of when such terms or provisions were adopted, and exclusive of any
provisions or terms adopted by means of one or more indentures supplemental hereto executed and delivered after such Person had become such Trustee but to which such Person, as such Trustee, was not a
party. 


6





 

        "Indexed
Security" means a Security the terms of which provide that the principal amount thereof payable at Stated Maturity may be more or less than the principal face amount thereof at
original issuance. 


        "interest",
when used with respect to an Original Issue Discount Security, shall be deemed to mean interest payable after Maturity at the rate prescribed in such Original Issue Discount
Security. 


        "Interest
Payment Date", when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security. 


        "Lien"
means, with respect to any property or assets, any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, security interest, lien, charge, easement
(other than any easement not materially impairing usefulness or marketability), encumbrance, preference, priority or other security agreement or preferential arrangement of any kind or nature
whatsoever on or with respect to such property or assets (including, without limitation, any conditional sale or other title retention agreement having substantially the same economic effect as any of
the foregoing). 


        "Market
Exchange Rate" means, unless otherwise specified with respect to any Securities pursuant to Section 301, (i) for any conversion involving a currency unit on the one
hand and Dollars or any Foreign Currency on the other, the exchange rate between the relevant currency unit and Dollars or such Foreign Currency calculated by the method specified pursuant to
Section 301 for the Securities of the relevant series, (ii) for any conversion of Dollars into any Foreign Currency, the noon (New York City time) buying rate for such
Foreign Currency for cable transfers quoted in New York City as certified for customs purposes by the Federal Reserve Bank of New York and (iii) for any conversion of one Foreign
Currency into Dollars or another Foreign Currency, the spot rate at noon local time in the relevant market at which, in accordance with normal banking procedures, the Dollars or Foreign Currency into
which conversion is being made could be purchased with the Foreign Currency from which conversion is being made from major banks located in either New York City, London or any other principal
market for Dollars or such purchased Foreign Currency, in each case determined by the Exchange Rate Agent. Unless otherwise specified with respect to any Securities pursuant to Section 301, in
the event of the unavailability of any of the exchange rates provided for in the foregoing clauses (i), (ii) and (iii), the Exchange Rate Agent shall use, in its sole discretion and
without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in New York City,
London or another principal market for the Currency in question, or such other quotations as the Exchange Rate Agent shall deem appropriate. Unless otherwise specified by the Exchange Rate Agent, if
there is more than one market for dealing in any Currency by reason of foreign exchange regulations or otherwise, the market to be used in respect of such Currency shall be that upon which a
non-resident issuer of securities designated in such Currency would purchase such Currency in order to make payments in respect of such securities. 


        "Maturity",
when used with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as therein or 


7





 

herein
provided, whether at the Stated Maturity or by declaration of acceleration, notice of redemption, notice of option to elect repayment or otherwise. 


        "Officers'
Certificate" means a certificate signed by the Chairman, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary of the Company or the Guarantor, as the case may be, and delivered to the Trustee. 



        "Opinion
of Counsel" means a written opinion of counsel, who may be counsel for the Company or the Guarantor, including an employee of the Company or the Guarantor, and who shall be
acceptable to the Trustee. 


        "Original
Issue Discount Security" means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 502. 


        "Outstanding",
when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture,  except:



        (i)    Securities
theretofore cancelled by the Trustee or accepted by the Trustee for cancellation; 


        (ii)   Securities,
or portions thereof, for whose payment or redemption or repayment at the option of the Holder money in the necessary amount has been theretofore deposited
with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such
Securities and any coupons appertaining thereto; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; 



        (iii)  Securities,
except to the extent provided in Sections 1402 and 1403, with respect to which the Company has effected defeasance and/or covenant defeasance
as provided in Article Fourteen; and 


        (iv)  Securities
which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered
pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide
purchaser in whose hands such Securities are valid obligations of the Company; 




provided, however, that in determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder or are present at a meeting of Holders for quorum purposes, and for the purpose of
making the calculations required by TIA Section 313, (i) the principal amount of an Original Issue Discount Security that may be counted in making such determination or calculation and
that shall be deemed to be Outstanding for such purpose shall be equal to the amount of principal thereof that would be (or shall have been declared to be) due and payable, at the time of such
determination, upon a declaration of acceleration of the maturity thereof 


8





 

pursuant
to Section 502, (ii) the principal amount of any Security denominated in a Foreign Currency that may be counted in making such determination or calculation and that shall be
deemed Outstanding for such purpose shall be equal to the Dollar equivalent, determined as of the date such Security is originally issued by the Company as set forth in an Exchange Rate Officer's
Certificate delivered to the Trustee, of the principal amount (or, in the case of an Original Issue Discount Security, the Dollar equivalent as of such date of original issuance of the amount
determined as provided in clause (i) above) of such Security, (iii) the principal amount of any Indexed Security that may be counted in making such determination or calculation and that
shall be deemed outstanding for such purpose shall be equal to the principal face amount of such Indexed Security at original issuance, unless otherwise provided with respect to such Security pursuant
to Section 301, and (iv) Securities owned by the Company, the Guarantor or any other obligor upon the Securities or any Affiliate of the Company, the Guarantor or of such other obligor
shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in making such calculation or in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee certifies to the Trustee the pledgee's right so to act with respect to such Securities and that the pledgee is not the Company,
the Guarantor or any other obligor upon the Securities or any Affiliate of the Company, the Guarantor or such other obligor. 


        "Owner
Securities Certification" has the meaning specified in Section 201(b)(i). 



        "Paying
Agent" means any Person (including the Company acting as Paying Agent) authorized by the Company to pay the principal of (or premium, if any) or interest, if any, on any
Securities on behalf of the Company. 


        "Permitted
Liens" of any Person at any particular time means: 



        (i)    Liens
in favor of the Guarantor or a Wholly-Owned Subsidiary of the Guarantor (but only so long as such Person is a Wholly-Owned Subsidiary of the Guarantor); 



        (ii)   Liens
securing the Securities; 


        (iii)  Purchase
Money Mortgages; 


        (iv)  Liens
on property existing at the time of acquisition thereof by such Person provided that those Liens were not incurred in anticipation of the acquisition; 


        (v)   Liens
on property of a corporation existing at the time such corporation is liquidated or merged into, or amalgamated or consolidated with, the Guarantor or a Subsidiary
of the Guarantor or at the time of the sale, lease or other disposition to the Guarantor or a Subsidiary of the Guarantor of the properties of a corporation as, or substantially as, an entirety; and 



        (vi)  any
renewal, refunding or extension of any Lien referred to in the foregoing clauses (i) to (v), provided
that the principal amount of indebtedness secured 



9





 

thereby
after such renewal, refunding or extension is not increased and the Lien is limited to the property or assets originally subject thereto and any improvements thereon. 




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


        "Place
of Payment" means, when used with respect to the Securities of or within any series, the place or places where the principal of (and premium, if any) and interest, if any, on such
Securities are payable as specified as contemplated by Sections 301 and 1002. 


        "Predecessor
Security" of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the
purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security or a Security to which a
mutilated, destroyed, lost or stolen coupon appertains shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security or the Security to which the mutilated, destroyed,
lost or stolen coupon appertains, as the case may be. 


        "Purchase
Money Mortgage" of any Person means any Lien created upon any real or personal property or assets of the Person to secure or securing the whole or any part of the purchase
price of such property or assets or the whole or any
part of the cost of constructing or installing fixed improvements thereon or to secure or securing the repayment of money borrowed to pay the whole or any part of such purchase price or cost of any
vendor's privilege or lien on such property or assets securing all or any part of such purchase price or cost including title retention agreements and leases in the nature of title retention
agreements; provided that the principal amount of money borrowed which is secured by such Lien does not exceed 100% of such purchase price or cost and any fees incurred in connection therewith. 


        "Redemption
Date", when used with respect to any Security to be redeemed, in whole or in part, means the date fixed for such redemption by or pursuant to this Indenture. 


        "Redemption
Price", when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture. 


        "Registered
Security" means any Security registered in the Security Register. 


        "Regular
Record Date" for the interest payable on any Interest Payment Date on the Registered Securities of or within any series means the date specified for that purpose as contemplated
by Section 301. 


        "Regulation S"
means Regulation S under the Securities Act (or any successor provision), as it may be amended from time to time. 


        "Regulation S
Global Security" has the meaning specified in Section 201. 


        "Regulation S
Legend" means a legend substantially in the form set forth in Section 205 to be placed upon each Regulation S Security. 


10







   
        "Regulation S Securities" means all Securities offered and sold pursuant to Regulation S. Such term includes the Regulation S Global Security. 


        "Repayment
Date" means, when used with respect to any Security to be repaid at the option of the Holder, the date fixed for such repayment pursuant to this Indenture. 



        "Repayment
Price" means, when used with respect to any Security to be repaid at the option of the Holder, the price at which it is to be repaid pursuant to this Indenture. 


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


        "Restricted
Global Security" has the meaning specified in Section 201. 


        "Restricted
Period" means the applicable distribution compliance period as set forth in Regulation S. 


        "Restricted
Securities" means all Securities offered and sold pursuant to Rule 144A or to Institutional Accredited Investors in a transaction that is not registered under
the Securities Act. Such term includes the Restricted Global Security and any Securities issued in certificated form. 



        "Restricted
Securities Legend" means, collectively, the legends substantially in the forms set forth in Section 205 to be placed upon each Restricted Security. 


        "Rule 144A"
means Rule 144A under the Securities Act (or any successor provision), as it may be amended from time to time. 


        "Rule 144A
Securities" means the Securities of a series purchased upon their original issuance by the initial purchasers from the Company for resale pursuant to Rule 144A. 


        "Sale
and Leaseback Transaction" of any Person means an arrangement with any lender or investor or to which such lender or investor is a party providing for the leasing by such
Person of any property or asset of such Person which has been or is being sold or transferred by such Person more than 12 months after the acquisition thereof or the completion of construction
or commencement of operation thereof to such lender or investor or to any person to whom funds have been or are to be advanced by such lender or investor on the security of such property or asset. The
stated maturity of such arrangement shall be the date of the last payment of rent or any other amount due under such arrangement prior to the first date on which such arrangement may be terminated by
the lessee without payment of a penalty. 


        "Securities"
has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture; provided, however,
that if at any time there is more than one Person acting as Trustee under this Indenture, 


11





 

"Securities"
with respect to the Indenture as to which such Person is Trustee shall have the meaning stated in the first recital of this Indenture and shall more particularly mean Securities
authenticated and delivered under this Indenture, exclusive, however, of Securities of any series as to which such Person is not Trustee. 


        "Securities
Act" means the United States Securities Act of 1933, as amended. 


        "Securities
Act Legend" means a Restricted Securities Legend or a Regulation S Legend. 


        "Security
Register" and "Security Registrar" have the respective meanings specified in Section 305. 


        "Significant
Subsidiary" has the meaning specified in Rule 1-02(w) of Regulation S-X under the Securities Act of 1933, as amended-. 



        "Special
Record Date" for the payment of any Defaulted Interest on the Registered Securities of or within any series means a date fixed by the Trustee pursuant to Section 307. 


        "Stated
Maturity", when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security or a coupon representing
such installment of interest as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable, as such date may be extended pursuant to the
provisions of Section 308. 


        "Subsidiary"
of any Person means a corporation 50% or more of the combined voting power of the outstanding Voting Stock of which is owned, directly or indirectly, by such Person or by
one or more other Subsidiaries of such Person or by such Person and one or more Subsidiaries thereof. 


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


        "Temporary
Regulation S Global Securities" has the meaning specified in Section 201(b)(i). 



        "Trust
Indenture Act" or "TIA" means the Trust Indenture Act of 1939 as in force at the date as of which this Indenture was executed, except as provided in Section 905. 


        "Trustee"
means the Person named as the "Trustee" in the first paragraph of this Indenture until a successor Trustee shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter "Trustee" shall mean or include each Person who is then a Trustee hereunder; provided, however, that if at any time there is
more than one such Person, "Trustee" as used with respect to the Securities of any series shall mean only the Trustee with respect to Securities of that series. 


12





 

        "United States"
means, unless otherwise specified with respect to any Securities pursuant to Section 301, the United States of America (including the states and the
District of Columbia), its territories, its possessions and other areas subject to its jurisdiction. 


        "Valuation
Date" has the meaning specified in Section 312(c). 



        "Vice
President", when used with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title
"vice president". 


        "Voting
Stock" of any Person means Capital Stock of such Person which ordinarily has voting power for the election of directors (or persons performing similar functions) of such Person,
whether at all times or only so long as no senior class of securities has such voting power by reason of any contingency. 


        "Wholly-Owned
Subsidiary" of any Person means a Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors' qualifying
shares) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person or by such Person and one or more Wholly-Owned Subsidiaries of such Person. 


        "Yield
to Maturity" means the yield to maturity, computed at the time of issuance of a Security (or, if applicable, at the most recent redetermination of interest on such Security) and
as set forth in such Security in accordance with generally accepted United States bond yield computation principles. 


        SECTION
102.    Compliance Certificates and Opinions. 



        Upon
any application or request by the Company or the Guarantor to the Trustee to take any action under any provision of this Indenture, the Company or the Guarantor shall furnish to the
Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) relating
to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the
case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no
additional certificate or opinion need be furnished. 


        Every
certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture (other than pursuant to Section 1004) shall include: 



        (1)   a
statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; 


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



13





 

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


        (4)   a
statement as to whether, in the opinion of each such individual, such covenant or condition has been complied with. 




        SECTION
103.    Form of Documents Delivered to Trustee. 


        In
any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or
covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. 


        Any
certificate or opinion of an officer of the Company or the Guarantor may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by,
counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer
or officers of the Company or the Guarantor stating that the information with respect to such factual matters is in the possession of the Company or the Guarantor unless such counsel knows, or in the
exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. 


        Where
any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they
may, but need not, be consolidated and form one instrument. 


        SECTION
104.    Acts of Holders. 


        (a)   Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of the Outstanding
Securities of all series or one or more series, as the case may be, may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by
agents duly appointed in writing. If Securities of a series are issuable as Bearer Securities, any request, demand, authorization, direction, notice, consent, waiver or other action provided by this
Indenture to be given or taken by Holders of such series may, alternatively, be embodied in and evidenced by the record of Holders of Securities of such series voting in favor thereof, either in
person or by proxies duly appointed in writing, at any meeting of Holders of Securities of such series duly called and held in accordance with the provisions of Article Fifteen, or a combination of
such instruments and any such record. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the
Trustee and, where it is hereby expressly required, to the Company and the Guarantor. Such instrument or instruments and any such 


14





 

record
(and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments or so voting at any such meeting.
Proof of execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person of a Security, shall be sufficient for any purpose of this Indenture and conclusive
in favor of the Trustee, the Company and the Guarantor, if made in the manner provided in this Section. The record of any meeting of Holders of Securities shall be proved in the manner provided in
Section 1606. 


        (b)   The
fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a
notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where
such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of authority. The fact and date of the
execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. 


        (c)   The
principal amount and serial numbers of Registered Securities held by any Person, and the date of holding the same, shall be proved by the Security Register. 


        (d)   The
principal amount and serial numbers of Bearer Securities held by any Person, and the date of holding the same, may be proved by the production of such Bearer
Securities or by a certificate executed, as depositary, by any trust company, bank, banker or other depositary, wherever situated, if such certificate shall be deemed by the Trustee to be
satisfactory, showing that at the date therein mentioned such Person had on deposit with such depositary, or exhibited to it, the Bearer Securities therein described; or such facts may be proved by
the certificate or affidavit of the Person holding such Bearer Securities, if such certificate or affidavit is deemed by the Trustee to be satisfactory. The Trustee and the Company may assume that
such ownership of any Bearer Security continues until (1) another certificate or affidavit bearing a later date issued in respect of the same Bearer Security is produced, or (2) such
Bearer Security is produced to the Trustee by some other Person, or (3) such Bearer Security is surrendered in exchange for a Registered Security, or (4) such Bearer Security is no
longer Outstanding. The principal amount and serial numbers of Bearer Securities held by any Person, and the date of holding the same, may also be proved in any other manner that the Trustee deems
sufficient. 


        (e)   If
the Company or the Guarantor shall solicit from the Holders of Registered Securities any request, demand, authorization, direction, notice, consent, waiver or other
Act, the Company or the Guarantor, as the case may be, may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company or the Guarantor, as the case may be, shall have no obligation to do so. Notwithstanding TIA
Section 316(c), such record date shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first
solicitation of Holders generally in connection therewith and not later than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction,
notice, consent, waiver or other Act may be given before or after such record date, but 


15





 

only
the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding
Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Securities shall be
computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective
unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. 


        (f)    Any
request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and
the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee, the
Company or the Guarantor in reliance thereon, whether or not notation of such action is made upon such Security. 


        SECTION
105.    Notices, etc. to Trustee, Company and Guarantor. 


        Any
request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other documents provided or permitted by this Indenture to be made upon, given or furnished
to, or filed with, 



        (1)   the
Trustee by any Holder or by either the Company or the Guarantor shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or
with the Trustee at its Corporate Trust Office, Attention: Citibank Agency and Trust, or 


        (2)   either
the Company or the Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to the Company or the Guarantor, as the case may be, addressed to it at the address of its principal office specified in the first paragraph of this
Indenture or at any other address previously furnished in writing to the Trustee by the Company or the Guarantor, as the case may be. 




        SECTION
106.    Notice to Holders; Waiver. 


        Where
this Indenture provides for notice of any event to Holders of Registered Securities by the Company, the Guarantor or the Trustee, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at his address as it appears in the Security Register, not later
than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders of Registered Securities is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders of Registered Securities or the
sufficiency of any notice to Holders of Bearer Securities given as provided. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been received by such
Holder, whether or not such Holder actually receives such notice. 


16





 

        In
case, by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impractical to mail notice of any event to Holders of
Registered Securities when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be directed by the Company shall be deemed to
be sufficient giving of such notice for every purpose hereunder. 


        Except
as otherwise expressly provided herein or otherwise specified with respect to any Securities pursuant to Section 301, where this Indenture provides for notice to Holders of
Bearer Securities of any event, such notice shall be sufficiently given to Holders of Bearer Securities if published in an Authorized Newspaper in The City of New York and in such other city or
cities as may be specified in such Securities on a Business Day at least twice, the first such publication to be not earlier than the earliest date, and not later than the latest date, prescribed for
the giving of such notice. Any such notice shall be deemed to have been given on the date of the first such publication. 


        In
case, by reason of the suspension of publication of any Authorized Newspaper or Authorized Newspapers or by reason of any other cause, it shall be impracticable to publish any notice
to Holders of Bearer Securities as provided above, then such notification to Holders of Bearer Securities as shall be given as directed by the Company shall constitute sufficient notice to such
Holders for every purpose hereunder. Neither the failure to give notice by publication to Holders of Bearer Securities as provided above, nor any defect in any notice so published, shall affect the
sufficiency of such notice with respect to other Holders of Bearer Securities or the sufficiency of any notice to Holders of Registered Securities given as provided herein. 


        Any
request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may
be in an official language of the country of publication. 


        Where
this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver. 


        SECTION
107.    Effect of Headings and Table of Contents. 


        The
Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. 


        SECTION
108.    Successors and Assigns. 


        All
covenants and agreements in this Indenture by each of the Company and the Guarantor shall bind its successors and assigns, whether so expressed or not. 


        SECTION
109.    Separability Clause. 


17





 


        In
case any provision in this Indenture or in any Security or coupon shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby. 


        SECTION
110.    Benefits of Indenture. 


        Nothing
in this Indenture or in the Securities or coupons, express or implied, shall give to any Person, other than the parties hereto, any Authenticating Agent, any Paying Agent, any
Securities Registrar and their successors hereunder and the Holders of Securities or coupons, any benefit or any legal or equitable right, remedy or claim under this Indenture. 


        SECTION
111.    Governing Law. 


        This
Indenture and the Securities and coupons shall be governed by and construed in accordance with the law of the State of New York. This Indenture is subject to the provisions
of the Trust Indenture Act that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions. 


        SECTION
112.    Legal Holidays. 


        In
any case where any Interest Payment Date, Redemption Date, sinking fund payment date or Stated Maturity or Maturity of any Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or of any Security or coupon other than a provision in the Securities of any series which specifically states that such provision
shall apply in lieu of this Section), payment of principal (or premium, if any) or interest, if any, need not be made at such Place of Payment on such date, but may be made on the next succeeding
Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date or sinking fund payment date, or at the Stated Maturity or Maturity;  provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date, sinking fund payment date, Stated
Maturity or Maturity, as the case may be. 


        SECTION
113.    Agent for Service; Submission to Jurisdiction; Waiver of Immunities. 


        By
the execution and delivery of this Indenture, each of the Company and the Guarantor (i) acknowledges that it has irrevocably designated and appointed CT Corporation System, 111
Eight Avenue, New York, New York 10011, as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Securities or this Indenture
that may be instituted in any federal or state court in the City of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or
in its capacity as Trustee hereunder), (ii) submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of
process upon CT Corporation System and written notice of said service to the Company or the Guarantor, as the case may be (mailed or delivered to its Secretary at its principal office specified in the
first paragraph of this Indenture), shall be deemed in every respect effective service of process upon the Company or the Guarantor, as the case may be, in any such suit or proceeding. Each of the
Company and the Guarantor further agrees to take any and all action, including the execution and filing of any and 


18





 

all
such documents and instruments, as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as any of the Securities shall be
outstanding. 


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


        Each
of the Company and the Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or
hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture or the Securities in any federal or state court in the State of New York,
Borough of Manhattan. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding
in any such court. 


        SECTION
114.    Conversion of Currency. 


        Each
of the Company and the Guarantor covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities, the Guarantees and this
Indenture: 



        (a) (i) If
for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into any other
currency (the "Judgment Currency") an amount due or contingently due under the Securities of any series and this Indenture (the "Required Currency"), then the conversion shall be made at the rate of
exchange prevailing on the Business Day before the day on which the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). 


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


        (b)   In
the event of the winding-up of the Company or the Guarantor at any time while any amount or damages owing under the Securities, the Guarantees and this
Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company or the Guarantor, as the case may be, shall indemnify and hold the Holders of Securities and the
Trustee harmless against any deficiency arising or resulting from 



19





 

any
variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Required Currency (other than under this Subsection (b)) is calculated for the
purposes of such winding-up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for
the filing of proofs of claim in the winding-up of the Company or the Guarantor, as the case may be, shall be the date fixed by the liquidator or otherwise in accordance with the relevant
provisions of applicable law as being the latest practicable date as at which liabilities of the Company or the Guarantor, as the case may be, may be ascertained for such winding-up prior
to payment by the liquidator or otherwise in respect thereto. 


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


        (d)   The
term "rate(s) of exchange" shall mean the rate of exchange quoted by Royal Bank of Canada (or such other Canadian Chartered bank as agreed upon by each of the
parties to this Indenture) at its central foreign exchange desk in its main office in Montreal at 12:00 noon (Montreal time) on the relevant date for purchases of the Required Currency with the
Judgment Currency and includes any premiums and costs of exchange payable. 




        SECTION
115.    Currency Equivalent. 


        Except
as otherwise provided in this Indenture, for purposes of the construction of the terms of this Indenture or of the Securities, in the event that any amount is stated herein in the
currency of one nation (the "First Currency"), as of any date such amount shall also be deemed to represent the amount in the currency of any other relevant nation (the "Other Currency") which is
required to purchase such amount in the First Currency at the rate of exchange quoted by the Royal Bank of Canada (or such other Canadian Chartered bank as agreed upon by each of the parties to this
Indenture) at its central foreign exchange desk in its main office in Montreal at 12:00 noon (Montreal time) on the date of determination. 


        SECTION
116.    No Recourse Against Others. 


20









  





        A director, officer, employee or shareholder, as such, of the Company or the Guarantor shall not have any liability for any obligations of the Company or the Guarantor under the
Securities, the Guarantees or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Holder shall waive and release
all such liability. Such waiver and release shall be part of the consideration for the issue of the Securities. 


        SECTION
117.    Multiple Originals. 


        The
parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to
prove this Indenture. 


        SECTION
118.    Conflict with Trust Indenture Act. 


        If
and to the extent that any provision hereof limits, qualifies or conflicts with the duties imposed by any of Sections 310 to 318, inclusive, of the Trust Indenture Act,
through operation of Section 318(c) thereof, such imposed duties shall control. 


        SECTION
119.    Language. 


        Les
parties aux présentes ont exigé que la présente convention ainsi que tous les documents et avis qui s'y rattachent et/ou qui en
découleront soient rédigés et exécutés en langue anglaise. The parties hereto have required that this Indenture and all
documents and notices related thereto be drafted and executed in English. 


 
 

ARTICLE TWO
  
    SECURITY FORMS    
    


        SECTION 201.    Forms Generally. 



        (a)   The
Registered Securities, if any, of each series and the Bearer Securities, if any, of each series and related coupons shall be in substantially the forms as shall be
established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules
of any securities exchange or as may, consistently herewith, be determined by the Company. If the forms of Securities or coupons of any series are established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the
Company Order contemplated by Section 303 for the authentication and delivery of such Securities or coupons. Any portion of the text of any Security may be set forth on the reverse
thereof, with an appropriate reference thereto on the face of the Security. 



21





 

        Unless
otherwise specified as contemplated by Section 301, Securities in bearer form shall have interest coupons attached. 


        The
Trustee's certificate of authentication on all Securities shall be in substantially the form set forth in this Article. 


        The
definitive Securities, coupons and Guarantees shall be printed, lithographed or engraved on steel-engraved borders or may be produced in any other manner, all as determined by the
officers executing such Securities, as evidenced by their execution of such Securities or coupons. 



        (b)   (i)
Securities of a series offered and sold in their initial distribution in reliance on Regulation S shall be initially issued in the form of one or more
temporary Global Securities, in fully registered form without interest coupons, with such applicable legends as are provided for in Section 205. Such Global Securities shall be registered in
the name of the Depositary or its nominee, and deposited with the Trustee, at its New York offices, as custodian for the Depositary, duly executed by the Company and the Guarantor and
authenticated by the Trustee as hereinafter provided, for credit to the respective accounts at the Depositary of the depositories for Euroclear and for Clearstream, for credit to the respective
accounts of owners of beneficial interests in such Securities or to such other accounts as they may direct. Until such time as the Restricted Period in respect of securities of a series shall have
terminated, such temporary Global Securities shall be referred to herein as "Temporary Regulation S Global Securities". On or after the termination of the Restricted Period, interests in any
Temporary Regulation S Global Security of a series shall be exchangeable for corresponding interests in an unrestricted Regulation S Global Security of the same series (each a
"Regulation S Global Security") in fully registered form without interest coupons, with such applicable legends as are provided for in Section 205 and in accordance with the terms
established pursuant to Section 301, provided that the beneficial owner of an interest therein delivers to Euroclear or Clearstream a written certification (an "Owner Securities Certification")
substantially in the form of Exhibit A-2 hereto. 


        (ii)   Until
such time as the Restricted Period shall have terminated, investors may hold interests in the Regulation S Temporary Global Security only through Euroclear
and Clearstream, unless delivery of such beneficial interest upon transfer shall be made through a Restricted Global Security in accordance with the certification requirements discussed below in
Section 305. 


        (c)   Securities
of a series offered and sold in their initial distribution in reliance on Rule 144A shall be issued in the form of one or more Global Securities (each,
a "Restricted Global Security"), in definitive, fully registered form without interest coupons, with such applicable legends as are provided for in Section 205, except as otherwise permitted
herein. Such Global Securities shall be registered in the name of the Depositary or its nominee and deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and the
Guarantor and authenticated by the Trustee as hereinafter provided for credit to the respective accounts of owners of beneficial interests in such Securities or to such other accounts as they may
direct. The aggregate principal amount of a Restricted Global Security of a series may be increased or decreased from time to time by adjustments made on the records of the Trustee, 



22





 

as
custodian for the Depositary, in connection with a corresponding decrease or increase in the aggregate principal amount, as hereinafter provided. 


        SECTION
202.    Form of Trustee's Certificate of Authentication. 


        Subject
to Section 612, the Trustee's certificate of authentication shall be in substantially the following form: 


 
 

TRUSTEE'S CERTIFICATE OF AUTHENTICATION    





Dated:
                                        






        This
is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 



	 	 	CITIBANK, N.A.,	as Trustee
	 	 	 	



By:
                                        

Authorized Officer





        SECTION 203.    Securities Issuable in Global Form. 


        If
Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301, any
such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of
such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect
exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in
such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or
Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner
and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or Section 304 has been, or
simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with
Section 102 and need not be accompanied by an Opinion of Counsel. 


        The
provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company
and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion
of Counsel) with regard to the reduction in the principal amount of Securities 


23





 

represented
thereby, together with the written statement contemplated by the last sentence of Section 303. 


        Notwithstanding
the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) and interest, if
any, on any Security in permanent global form shall be made to the Person or Persons specified therein. 



        Notwithstanding
the provisions of Section 309 and except as provided in the preceding paragraph, the Company, the Guarantor, the Trustee and any agent of the Company, the
Guarantor or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent Global Security (i) in the case of a permanent Global Security
in registered form, the Holder of such permanent Global Security in registered form, or (ii) in the case of a permanent Global Security in bearer form, Euroclear or Clearstream. 


        SECTION
204.    Guarantee by Guarantor; Form of Guarantee. 



        The
Guarantor by its execution of this Indenture hereby agrees with each Holder of a Security of each series authenticated and delivered by the Trustee and with the Trustee on behalf of
each such Holder, to be unconditionally and irrevocably bound by the terms and provisions of the Guarantee set forth below and authorizes the Trustee to confirm such Guarantees to the Holder of each
such Security by its execution and delivery of each such Security, with such Guarantees endorsed thereon, authenticated and delivered by the Trustee. 


        Guarantees
to be endorsed on the Securities shall, subject to Section 201, be in substantially the form set forth below: 


 
 

GUARANTEE
  
  OF
  
  QUEBECOR WORLD INC.    



        For
value received, Quebecor World Inc., a corporation incorporated pursuant to the Canada Business Corporations Act, having its principal executive offices at 612 Saint-Jacques
Street, Montreal, Quebec, Canada, H3C 4M8 (herein called the "Guarantor", which term includes any successor Person under the Indenture referred to in the Security upon which this Guarantee is
endorsed), hereby unconditionally and irrevocably guarantees to the Holder of the Security upon which this Guarantee is endorsed and to the Trustee, for itself and on behalf of each such Holder, the
due and punctual payment of the principal of, premium, if any, and interest on such Security and the due and punctual payment of the sinking fund or analogous payments referred to therein, if any,
when and as the same shall become due and payable, whether on the Stated Maturity Date, by declaration of acceleration, call for redemption or otherwise, according to the terms thereof and of the
Indenture referred to therein and of all amounts owing to the Trustee when and as the same shall become due and payable pursuant to the terms of such Indenture. In case of the failure of Quebecor
World Capital Corporation, a corporation organized under the laws of Delaware (herein called the "Company", which 


24





 

term
includes any successor Person under such Indenture), punctually to make any such payment of principal, premium, if any, or interest or any such sinking fund or analogous payment, or payment to
the Trustee, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether, with respect to the Securities, on the Stated
Maturity Date or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company. 


        The
Guarantor will pay to the Holders such Additional Amounts as may become payable under Section 1005 of the Indenture. 



        The
Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of, and
shall be unaffected by, any invalidity, irregularity or unenforceability of such Security or such Indenture, any failure to enforce the provisions of such Security or such Indenture, or any waiver,
modification or indulgence granted to the Company with respect thereto, by the Holder of such Security or the Trustee or any other circumstance which may otherwise constitute a legal or equitable
discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such
waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or increase any premium payable
upon redemption thereof, or alter the Stated Maturity Date thereof, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of
acceleration or the maturity thereof pursuant to Article Five of such Indenture. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of
merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Security or the indebtedness evidenced thereby or with respect
to any sinking fund or analogous payment required under such Security and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the principal
of, premium, if any, and interest on Security. 


        The
Guarantor shall be subrogated to all rights of the Holder of such Security and the Trustee against the Company in respect of any amounts paid to such Holder or the Trustee by the
Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not
be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, and interest on all Securities of the same series
issued under such Indenture shall have been paid in full. 


        No
reference herein to such Indenture and no provision of this Guarantee or of such Indenture shall alter or impair the guarantees of the Guarantor, which are absolute and unconditional,
of the due and punctual payment of the principal of, premium, if any, and interest on, and any sinking fund or analogous payments with respect to, the Security upon which this Guarantee is endorsed. 


25





 

        This
Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication of such Security shall have been manually executed by or on behalf of the Trustee
under such Indenture. 


        All
terms used in this Guarantee which are defined in such Indenture shall have the meanings assigned to them in such Indenture. 


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


        Executed
and dated the date on the face hereof. 



	 	 	QUEBECOR WORLD INC.
	

 	
 	

By:	
 	

 Name:

Title:
	

 	
 	

By:	
 	

 Name:

Title:





        Reference is made to Article Fifteen for further provisions with respect to the Guarantees. 


        SECTION
205.    Form of Legend for Securities. 


        Unless
otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Security that is a Global Security, a Restricted Security or a
Regulation S Security authenticated and delivered hereunder shall bear one or more of the appropriate legends in substantially the following forms, as appropriate: 



        [If the Security is a Restricted Security or a Regulation S Security, then insert-


THIS
SECURITY [AND THE COMMON SHARES ISSUABLE UPON CONVERSION, REDEMPTION, PURCHASE OR PAYMENT OF THIS SECURITY] HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. 


26









  





        THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, ON ITS OWN BEHALF TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, [if the Security is
a Restricted Security, then insert — PRIOR TO THE DATE (THE "RESALE TERMINATION DATE") THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL
ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),] ONLY (A) TO THE ISSUER
OR ANY OF ITS SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) AS LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR
THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED
STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURUSANT TO CLAUSES (D) AND (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM. [if the Security is a Restricted Security, then
insert — THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE TERMINATION DATE.] 


        EACH
PURCHASER OF THIS GLOBAL NOTE OR ANY INTEREST HEREIN IS HEREBY NOTIFIED THAT THE SELLER OF THIS GLOBAL NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.] 


        [Include if Security is a Temporary Regulation S Global Security — THIS SECURITY
IS A TEMPORARY REGULATION S GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER. EXCEPT IN THE CIRCUMSTANCES DESCRIBED IN SECTION 304 OF THE INDENTURE, NO TRANSFER OR EXCHANGE
OF AN INTEREST IN THIS TEMPORARY GLOBAL SECURITY MAY BE MADE FOR AN INTEREST IN THE RESTRICTED GLOBAL SECURITY. NO EXCHANGE OF AN INTEREST IN THIS TEMPORARY GLOBAL SECURITY MAY BE MADE FOR AN INTEREST
IN THE REGULATION S GLOBAL SECURITY EXCEPT ON OR AFTER THE TERMINATION OF THE DISTRIBUTION COMPLIANCE PERIOD AND UPON DELIVERY OF THE OWNER SECURITIES CERTIFICATION AND THE DEPOSITORY SECURITIES
CERTIFICATION RELATING TO SUCH INTEREST IN ACCORDANCE WITH THE TERMS OF THE INDENTURE.] 



        [If the Security is a Global Security, then insert — THIS SECURITY IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A 


27





 

NOMINEE
THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON
OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.] 


        [If the Security is a Global Security and DTC is to be the Depositary therefor, then
insert — UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL
NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.] 


 
 

ARTICLE THREE
  
    THE SECURITIES    
    


        SECTION 301.    Amount Unlimited; Issuable in Series. 



        The
aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. 


        The
Securities may be issued in one or more series and, except as otherwise provided herein, each such series shall be unsecured and shall rank pari passu with each other and with
all other unsecured and unsubordinated indebtedness for borrowed money of the Company. There shall be established in one or more Board Resolutions or pursuant to authority granted by one or more Board
Resolutions and, subject to Section 303, set forth in, or determined in the manner provided in, an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to
the issuance of Securities of any series, any or all of the following, as applicable (each of which (except for the matters set forth in clauses (1), (2) and (17) below), if so provided,
may be determined from time to time by the Company with respect to unissued Securities of the series and set forth in such Securities of the series when issued from time to time): 


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        (1)    the
title of the Securities of the series, including CUSIP numbers (which shall distinguish the Securities of the series from all other series of Securities); 



        (2)    any
limit upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906, 1107 or 1305); 


        (3)    the
date or dates, or the method by which such date or dates will be determined or extended, on which the principal of the Securities of the series is payable; 


        (4)    the
rate or rates (whether fixed or variable) at which the Securities of the series shall bear interest, if any, or the method by which such rate or rates shall be
determined, the date or dates from which such interest shall accrue, or the method by which such date or dates shall be determined, the Interest Payment Dates on which such interest shall be payable
and the Regular Record Date, if any, for the interest payable on any Registered Security on any Interest Payment Date, or the method by which such date or dates shall be determined, whether and under
what circumstances Additional Amounts on such Securities or any of them shall be payable, the notice, if any, to Holders regarding the determination of interest on a floating rate Security and the
manner of giving such notice, and the basis upon which interest shall be calculated if other than on the basis of a 360-day year of twelve 30-day months; 



        (5)    the
place or places, if any, other than or in addition to the Corporate Trust Office, where the principal of (and premium, if any) and interest, if any, on Securities of
the series shall be payable, where any Registered Securities of the series may be surrendered for registration of transfer, where Securities of the series may be surrendered for exchange, where
Securities of the series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable and, if different than the location specified in Section 105, the
place or places where notices or demands to or upon the Company in respect of the Securities of the series and this Indenture may be served, the extent to which, or the manners in which, any interest
payment or Additional Amounts on a Global Security on an Interest Payment Date, will be paid and the manner in which any principal of or premium, if any, on any Global Security will be paid; 


        (6)    the
period or periods within which, the price or prices at which, the Currency in which, and other terms and conditions upon which Securities of the series may be
redeemed, in whole or in part, at the option of the Company, if the Company is to have that option; 


        (7)    the
obligation, if any, of the Company to redeem, repay or purchase Securities of the series pursuant to any sinking fund or analogous provision or at the option of a
Holder thereof, and the period or periods within which, the price or prices at which, the Currency in which, and other terms and conditions upon which Securities of the series shall be redeemed,
repaid or purchased, in whole or in part, pursuant to such obligation; 



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        (8)    if
other than denominations of $1,000 and any integral multiple thereof, the denomination or denominations in which any Registered Securities of the series shall be
issuable and, if other than denominations of $5,000, the denomination or denominations in which any Bearer Securities of the series shall be issuable; 


        (9)    if
other than the Trustee, the identity of each Security Registrar and/or Paying Agent; 


        (10)    if
other than the principal amount thereof, the portion of the principal amount of Securities of the series that shall be payable upon declaration of acceleration of
the Maturity thereof pursuant to Section 502 or the method by which such portion shall be determined; 



        (11)    if
other than Dollars, the Currency in which payment of the principal of (or premium, if any) or interest, if any, on the Securities of the series shall be payable or
in which the Securities of the series shall be denominated and the particular provisions applicable thereto in accordance with, in addition to or in lieu of any of the provisions of
Section 312; 


        (12)    whether
the amount of payments of principal of (or premium, if any) or interest, if any, on the Securities of the series may be determined with reference to an index,
formula or other method (which index, formula or method may be based, without limitation, on one or more Currencies, commodities, equity indices or other indices), and the manner in which such amounts
shall be determined; 


        (13)    whether
the principal of (or premium, if any) or interest, if any, on the Securities of the series are to be payable, at the election of the Company or a Holder
thereof, in a Currency other than that in which such Securities are denominated or stated to be payable, the period or periods within which (including the Election Date), and the terms and conditions
upon which, such election may be made, and the time and manner of determining the exchange rate between the Currency in which such Securities are denominated or stated to be payable and the Currency
in which such Securities are to be so payable, in each case in accordance with, in addition to or in lieu of any of the provisions of Section 312; 


        (14)    the
designation of the initial Exchange Rate Agent, if any; 


        (15)    the
applicability, if any, of Sections 1402 and/or 1403 to the Securities of the series and any provisions in modification of, in addition to or in lieu
of any of the provisions of Article Fourteen that shall be applicable to the Securities of the series; 


        (16)    provisions,
if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified; 



        (17)    any
deletions from, modifications of or additions to the Events of Default or covenants (including any deletions from, modifications of or additions to
Section 1012) of the Company with respect to Securities of the series, whether or not 



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such
Events of Default or covenants are consistent with the Events of Default or covenants set forth herein; 



        (18)    (i)
whether Securities of the series are to be issuable as Registered Securities, Bearer Securities (with or without coupons) or both, (ii) any restrictions
applicable to the offer, sale or delivery of Bearer Securities, (iii) whether any Securities of the series are to be issuable initially in temporary global form and whether any Securities of
the series are to be issuable in permanent global form with or without coupons and, if so, the manner in which Securities in temporary global form may be exchanged for Securities in permanent global
form and whether beneficial owners of interests in any such permanent Global Security may exchange such interests for Securities (including certificated definitive Securities) of such series and of
like tenor of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 305, (iv) whether
(a) Registered Securities of the series may be exchanged for Bearer Securities of the series (if permitted by applicable laws and regulations), (b) Bearer Securities of the series may be
exchanged for Registered Securities of such series, (c) Restricted Global Securities of the series may be exchanged for Regulation S Global Securities of the series,
(d) Regulation S Global Securities of the series
may be exchanged for Restricted Global Securities of the series or (e) Restricted Global Securities of the series may be exchanged for unrestricted Global Securities, and (v) the
circumstances under which and the place or places where any such exchanges may be made and if Securities of the series are to be issuable in global form, the identity of any initial depository
therefor; 


        (19)    the
date as of which any Bearer Securities of the series and any temporary Global Security representing Outstanding Securities of the series shall be dated if other
than the date of original issuance of the first Security of the series to be issued; 


        (20)    the
Person to whom any interest on any Registered Security of the series shall be payable, if other than the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, the manner in which, or the Person to whom, any interest on any Bearer Security of the
series shall be payable, if otherwise than upon presentation and surrender of the coupons appertaining thereto as they severally mature, and the extent to which, or the manner in which, any interest
payable on a temporary Global Security on an Interest Payment Date will be paid if other than in the manner provided in Section 304; 


        (21)    if
Securities of the series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary or Global Security of such series) only
upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and/or terms of such certificates, documents or conditions; 


        (22)    if
the Securities of the series are to be issued upon the exercise of warrants, the time, manner and place for such Securities to be authenticated and delivered; 



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        (23)    whether,
under what circumstances and the Currency in which the Company will pay additional amounts on the Securities of the series to any Holder who is not a
United States person (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Company will have the option to
redeem such Securities rather than pay such additional amounts (and the terms of any such option); 


        (24)    if
the Securities of the series are to be convertible into or exchangeable for any securities of any Person (including the Company), the terms and conditions upon which
such Securities will be so convertible or exchangeable; 


        (25)    if
payment of the Securities of the series will be guaranteed by any other Person; 



        (26)    the
extent and manner, if any, in which payment on or in respect of the Securities of the series will be senior or will be subordinated to the prior payment of other
liabilities and obligations of the Company; and 


        (27)    any
other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with
the requirements of the Trust Indenture Act or the provisions of this Indenture). 




        All
Securities of any one series and the coupons appertaining to any Bearer Securities of such series shall be substantially identical except, in the case of Registered Securities, as to
denomination and except as may otherwise be provided in or pursuant to such Board Resolution (subject to Section 303) and set forth in such Officers' Certificate or in any such indenture
supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such
series. 


        If
any of the terms of the series are established by action taken pursuant to one or more Board Resolutions, such Board Resolutions shall be delivered to the Trustee at or prior to the
delivery of the Officers' Certificate setting forth the terms of the series. 


        SECTION
302.    Denominations. 


        The
Securities of each series shall be issuable in such denominations as shall be specified as contemplated by Section 301. With respect to Securities of any series denominated in
Dollars, in the absence of any such provisions, the Registered Securities of such series, other than Registered Securities issued in global form (which may be of any denomination), shall be issuable
in denominations of $1,000 and any integral multiple thereof and the Bearer Securities of such series, other than the Bearer Securities issued in global form (which may be of any denomination), shall
be issuable in a denomination of $5,000. 


        SECTION
303.    Execution, Authentication, Delivery and Dating. 



        The
Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman, its President or a Vice President together with any one of the 


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Secretary
or Assistant Secretary and the Treasurer or Assistant Treasurer of the Company. The signature of any of these officers on the Securities or coupons may be the manual or facsimile signatures
of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. 



        Securities
or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company notwithstanding that such
individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or coupons. 


        At
any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series together with any coupon appertaining thereto,
executed by the Company and endorsed by the Guarantor to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in
accordance with such Company Order shall authenticate and deliver such Securities; provided, however,
that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States or Canada; and provided
further that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its
original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate in the form set forth in Exhibit A-1 to this Indenture, dated
no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer
Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and
Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be
delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate
and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and cancelled. If not all the Securities of any series are to be issued at one time and if
the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and
determining terms of particular Securities of such series such as interest rate, stated maturity, date of issuance and date from which interest shall accrue. 


        In
authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to TIA Sections 315(a) through 315(d)) shall be fully protected in relying upon, an Opinion or Opinions of Counsel of the Company and the Guarantor stating: 



        (a)   that
the form or forms of such Securities and any coupons and the Guarantees have been established in conformity with the provisions of this Indenture; 



        (b)   that
the terms of such Securities and any coupons and the Guarantees have been established in conformity with the provisions of this Indenture; 



33





 

        (c)   that
such Securities, together with any coupons appertaining thereto, and the Guarantees when completed by appropriate insertions and executed and delivered by the
Company and the Guarantor to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Company
and the Guarantor in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company and the Guarantor,
enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting the enforcement of
creditors' rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities and any coupons; 


        (d)   that
all laws and requirements in respect of the execution and delivery by the Company of such Securities, any coupons, and of the supplemental indentures, if any, and
by the Guarantor of such Guarantees and of the supplemental indenture, if any, have been complied with and that authentication and delivery of such Securities and any coupons and the execution and
delivery of the supplemental indentures, if any, by the Trustee will not violate the terms of the Indenture; 


        (e)   that
each of the Company and the Guarantor has the corporate power to issue such Securities and any coupons and the Guarantees, respectively, and has duly taken all
necessary corporate action with respect to such issuance; and 


        (f)    that
the issuance of such Securities and any coupons and the Guarantees will not contravene the articles of incorporation or by-laws of the Company or the
Guarantor or result in any violation of any of the terms or provisions of any law or regulation or of any indenture, mortgage or other agreement known to such Counsel by which the Company or the
Guarantor is bound. 




        Notwithstanding
the provisions of Section 301 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be
necessary to deliver the Officers' Certificate otherwise required pursuant to Section 301 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two
paragraphs
prior to or at the time of issuance of each Security, but such documents shall be delivered prior to or at the time of issuance of the first Security of such series. 



        The
Trustee shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee's own rights, duties
or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. 


        Each
Registered Security shall be dated the date of its authentication and each Bearer Security shall be dated as of the date specified as contemplated by Section 301. 



        No
Security or coupon or Guarantee endorsed thereon shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on 


34





 

such
Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized officer, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding
the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 310 together with a written statement (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) stating
that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall
never be entitled to the benefits of this Indenture. 


        SECTION
304.    Temporary Securities. 


        Pending
the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in
registered form or, if authorized, in bearer form with one or more coupons or without coupons, having endorsed thereon a Guarantee executed by the Guarantor, and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Such temporary Securities may be
in global form. 


        Except
in the case of temporary Securities in global form (which shall be exchanged in accordance with the provisions of the following paragraphs), if temporary Securities of any series
are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of
Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series (accompanied by any unmatured coupons appertaining
thereto), the Company and the Guarantor shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of
authorized denominations; provided, however, that no definitive Bearer Security shall be delivered in
exchange for a temporary Registered Security; and provided further that a definitive Bearer Security shall be delivered in exchange for a temporary
Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of such series. 


        If
temporary Securities of any series are issued in global form, any such temporary Global Security shall, unless otherwise provided therein, be delivered to the London, England office
of a depositary or common depositary (the "Common Depositary"), for the benefit of Euroclear and Clearstream, for credit to the respective accounts of the beneficial owners of such Securities (or to
such other accounts as they may direct). 


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        Without
unnecessary delay but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary Global Security (the "Exchange Date"), the
Company shall deliver to the Trustee definitive Securities, in aggregate principal amount equal to the principal amount of such temporary Global Security, executed by the Company, having endorsed
thereon a Guarantee executed by the Guarantor. On or after the Exchange Date such temporary Global Security shall be surrendered by the Common Depositary to the Trustee, as the Company's agent for
such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such
temporary Global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary Global
Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary Global Security shall be in bearer form, registered form, permanent global bearer form or
permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner
thereof; provided, however, that, unless otherwise specified in such temporary Global Security, upon
such presentation by the Common Depositary, such temporary Global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of
such temporary Global Security held for its account then to be exchanged and a certificate dated the Exchange Date or a subsequent date and signed by Clearstream as to the portion of such temporary
Global Security held for its account then to be exchanged, each in the form set forth in Exhibit A-3 to this Indenture (a "Depository Securities Certification") (or in such
other form as may be established pursuant to Section 301); and provided further that definitive Bearer Securities shall be delivered in
exchange for a portion of a temporary Global Security only in compliance with the requirements of Section 303. 


        Unless
otherwise specified in such temporary Global Security, the interest of a beneficial owner of Securities of a series in a temporary Global Security shall be exchanged for
definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on his
behalf and delivers to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be
established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and
Clearstream, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary Global Security, any such exchange shall
be made free of charge to the beneficial owners of such temporary Global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the
like in the event that such Person does not take delivery of such definitive Securities in person at the offices of Euroclear or Clearstream. Definitive Securities in bearer form to be delivered in
exchange for any portion of a temporary Global Security shall be delivered only outside the United States and Canada. 


        Until
exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive
Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary 


36





 

Global
Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream on such Interest Payment Date
upon delivery by Euroclear and Clearstream to the Trustee of a certificate or certificates in the form set forth in Exhibit A-3 to this Indenture (or in such other form as
may be established pursuant to Section 301), for credit without further interest thereon on or after such Interest Payment Date to the respective accounts of the Persons who are the
beneficial owners of such temporary Global Security on such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the case may be, a certificate dated no earlier than
15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may
be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification
requirements of the preceding two paragraphs of this Section and of the third paragraph of Section 303 of this Indenture and the interests of the Persons who are the beneficial owners of the
temporary Global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of
certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal (or premium,
if any) or interest, if any, owing with respect to a beneficial interest in a temporary Global Security will be made unless and until such interest in such temporary Global Security shall have been
exchanged for an interest in a definitive Security. Any interest so received by Euroclear and Clearstream and not paid as herein provided shall be returned to the Trustee no later than one month prior
to the expiration of two years after such Interest Payment Date in order to be repaid to the Company in accordance with Section 1003. 


        SECTION
305.    Registration, Registration of Transfer and Exchange. 



        The
Company shall cause to be kept at the Corporate Trust Office of the Trustee a register for each series of Securities (the registers maintained in the Corporate Trust Office of the
Trustee and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the "Security Register") in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and of transfers of Registered Securities. The Security Register shall be in written form or
any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby
initially appointed as security registrar (the "Security Registrar") for the purpose of registering Registered Securities and transfers of Registered Securities as herein provided. The Company shall
have the right to remove and replace from time to time the Security Registrar for any series of Securities; provided that, no such removal or replacement shall be
effective until a successor Security Registrar with respect to such series of Securities shall have been appointed by the Company and shall have accepted such appointment by the Company. In the event
that the Trustee shall not be or shall cease to be the Security Registrar with respect to a series of Securities, it shall have the right to examine the Security Register for such series at all
reasonable times. There shall be only one Security Register for such series of Securities. 


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        Upon
surrender for registration of transfer of any Registered Security of any series at the office or agency in a Place of Payment for that series, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee, one or more new Registered Securities of the same series, of any authorized denominations and of a like aggregate
principal amount and tenor and having endorsed thereon a Guarantee executed by the Guarantor. 



        At
the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series, of any authorized denomination and of a like
aggregate principal amount and tenor, upon surrender of the Registered Securities to be exchanged at such office or agency. Whenever any Registered Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities, and the Guarantor shall execute the Guarantees endorsed thereon, which the Holder making the exchange
is entitled to receive. Unless otherwise specified with respect to any series of Securities as contemplated by Section 301, Bearer Securities may not be issued in exchange for Registered
Securities. 


        If
(but only if) expressly permitted in or pursuant to the applicable Board Resolution and (subject to Section 303) set forth in the applicable Officers' Certificate, or in any
indenture supplemental hereto, delivered as contemplated by Section 301, at the option of the Holder, Bearer Securities of any series may be exchanged for Registered Securities of the same
series of any authorized denomination and of a like aggregate principal amount and tenor, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured
coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default,
any such permitted exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company in an amount equal to the face amount of such missing coupon or
coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such
Holder shall be entitled to receive the amount of such payment; provided, however, that, except as
otherwise provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the
United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in a permitted exchange for a Registered Security of the same
series and like tenor after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest
Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security
shall be surrendered without the coupon relating to such Interest Payment Date or proposed date for payment, as the case may be, and interest or Defaulted Interest, as the case may be, will not be
payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to
the Holder of such coupon when due in accordance with the provisions of this Indenture. 


38





 

        Whenever
any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive, and the Guarantor shall execute the Guarantees endorsed thereon. 



        Notwithstanding
the foregoing, except as otherwise specified as contemplated by Section 301, any permanent Global Security shall be exchangeable only as provided in this
paragraph. If any beneficial owner of an interest in a permanent Global Security is entitled to exchange such interest for Securities of such series and of like tenor and principal amount of another
authorized form and denomination, as specified as contemplated by Section 301 and provided that any applicable notice provided in the permanent Global Security shall have been given,
then without unnecessary delay but in any event not later than the earliest date on which such interest may be so exchanged, the Company shall deliver to the Trustee definitive Securities in aggregate
principal amount equal to the principal amount of such beneficial owner's interest in such permanent Global Security, executed by the Company and having a Guarantee executed by the Guarantor endorsed
thereon. On or after the earliest date on which such interests may be so exchanged, such permanent Global Security shall be surrendered by the Common Depositary or such other depositary as shall be
specified in the Company Order with respect thereto to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without
charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent Global Security, an equal aggregate principal amount of definitive Securities of the same series
of authorized denominations and of like tenor as the portion of such permanent Global Security to be exchanged which, unless the Securities of the series are not issuable both as Bearer Securities and
as Registered Securities, as specified as contemplated by Section 301, shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by
the beneficial owner thereof; provided, however, that no such exchanges may occur during a period
beginning at the opening of business 15 days before any selection of Securities to be redeemed and ending on the relevant Redemption Date if the Security for which exchange is requested may be
among those selected for redemption; and provided, further, that no Bearer Security delivered in
exchange for a portion of a permanent Global Security shall be mailed or otherwise delivered to any location in the United States or Canada. If a Registered Security is issued in exchange for
any portion of a permanent Global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at
such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment
of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such
Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such
permanent Global Security is payable in accordance with the provisions of this Indenture. 



        If
at any time the Depositary for Securities of a series notifies the Company that it is unwilling, unable or no longer qualifies to continue as Depositary for Securities of such series
or if at any time the Depositary for Securities of such series shall no longer be registered or in good standing under the Exchange Act, if required to be so registered, or other applicable statute or
regulation, the Company shall appoint a successor depositary with respect to the Securities for 


39





 

such
series. If a successor to the Depositary for Securities is not appointed by the Company within 120 days after the Company receives such notice or becomes aware of such condition, as the
case may be, the Company's election pursuant to Section 301 shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive registered form, in
authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or
Securities. 


        The
Company may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by
such Global Security or Securities. In such event the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such
series, will authenticate and deliver Securities of such series in definitive registered form, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the
Global Security or Securities representing such series in exchange for such Global Security or Securities. 



        Upon
the exchange of a Global Security for Securities in definitive registered form, such Global Security shall be cancelled by the Trustee. Securities issued in exchange for a Global
Security pursuant to this Section shall be registered in such names and in such authorized denominations as the depositary for such Global Security, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee in writing. The Trustee shall deliver such Securities to the persons in whose names such Securities are so registered. 


        All
Securities and Guarantees issued upon any registration of transfer or exchange of Securities and Guarantees shall be the valid obligations of the Company and the Guarantor,
respectively, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities and the Guarantees surrendered upon such registration of transfer or exchange. 


        Every
Registered Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be
accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. 


        No
service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or 1305 not involving any transfer. 


        The
Company shall not be required (i) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days
before the day of the selection for redemption of Securities of that series under Section 1103 or 1203 and ending at the close of business on (A) if Securities of the series are
issuable only as 


40





 

Registered
Securities, the day of the mailing of the relevant notice of redemption and (B) if Securities of the series are issuable as Bearer Securities, the day of the first publication of the
relevant notice of redemption or, if Securities of the series are also issuable as Registered Securities and there is no publication, the mailing of the relevant notice of redemption, or
(ii) to register the transfer of or exchange any Registered Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part, or
(iii) to exchange any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of that series and like tenor;  provided that such
Registered Security shall be simultaneously surrendered for redemption, or (iv) to issue, register the transfer of or exchange
any Security which has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid. 


        SECTION
306.    Mutilated, Destroyed, Lost and Stolen Securities. 


        If
any mutilated Security or a Security with a mutilated coupon appertaining to it is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver
in exchange therefor a new Security of the same series and of like tenor and principal amount having endorsed thereon a Guarantee executed by the Guarantor and bearing a number not contemporaneously
outstanding, with coupons corresponding to the coupons, if any, appertaining to the surrendered Security, or, in case any such mutilated Security or coupon has become due and payable, the Company in
its discretion may, instead of issuing a new Security, with coupons corresponding to the coupons, if any, appertaining to the surrendered Security, pay such Security or coupon. 


        If
there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security or coupon and (ii) such
security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security or
coupon has been acquired by a bona fide purchaser, the Company shall execute and upon Company Order the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security
or in exchange for the Security for which a destroyed, lost or stolen coupon appertains (with all appurtenant coupons not destroyed, lost or stolen), a new Security of the same series and of like
tenor and principal amount having endorsed thereon a Guarantee executed by the Guarantor and bearing a number not contemporaneously outstanding, with coupons corresponding to the coupons, if any,
appertaining to such destroyed, lost or stolen Security or to the Security to which such destroyed, lost or stolen coupon appertains. 


        Notwithstanding
the provisions of the previous two paragraphs, in case any such mutilated, destroyed, lost or stolen Security or coupon has become or is about to become due and payable,
the Company in its discretion may, instead of issuing a new Security, with coupons corresponding to the coupons, if any, appertaining to such mutilated, destroyed, lost or stolen Security or to the
Security to which such mutilated, destroyed, lost or stolen coupon appertains, pay such Security or coupon; provided,  however, that payment of principal of
(and premium, if any) and interest, if any, on Bearer Securities shall, except as otherwise provided in
Section 1002, be payable only at an office or agency located outside the United States and Canada and, unless otherwise specified as contemplated by Section 301, any interest on
Bearer 


41





 

Securities
shall be payable only upon presentation and surrender of the coupons appertaining thereto. 


        Upon
the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. 


        Every
new Security of any series with its coupons, if any, and the Guarantee endorsed thereon, issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen
Security or in exchange for a Security to which a mutilated, destroyed, lost or stolen coupon appertains, shall constitute a contractual obligation of the Company and the Guarantor, respectively,
whether or not the mutilated, destroyed, lost or stolen Security and its coupons, if any, or the mutilated, destroyed, lost or stolen coupon shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series and their coupons, if any, duly issued hereunder. 


        The
provisions of this Section, as amended or supplemented pursuant to this Indenture with respect to particular Securities or generally, are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities or coupons. 


        SECTION
307.    Payment of Interest; Interest Rights Preserved; Optional Interest Reset. 


        (a)   Unless
otherwise provided as contemplated by Section 301 with respect to any series of Securities, interest, if any, on any Registered Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest at the office or agency of the Company maintained for such purpose pursuant to Section 1002;  provided, however, that each installment of the principal of (and premium, if any) and interest, if any,
on any Registered Security may at the Company's option be paid by (i) mailing a check for such interest, payable to or upon the written order of the Person entitled thereto pursuant to
Section 309, to the address of such Person as it appears on the Security Register or (ii) wire transfer to an account located in the United States maintained by the
Trustee, for further transfer by the Trustee to the appropriate payee on the Interest Payment Date. 


        Unless
otherwise provided as contemplated by Section 301 with respect to the Securities of any series, payment of interest, if any, may be made, in the case of a Bearer Security,
by transfer to an account located outside the United States and Canada maintained by the payee, upon presentation and surrender of the coupons appertaining thereto. 



        Unless
otherwise provided as contemplated by Section 301, every permanent Global Security will provide that interest, if any, payable on any Interest Payment Date will be paid to
each of Euroclear and Clearstream with respect to that portion of such permanent Global Security held for its account by the Common Depositary, for the purpose of permitting each of 


42





 

Euroclear
and Clearstream to credit the interest, if any, received by it in respect of such permanent Global Security to the accounts of the beneficial owners thereof. 



        Any
interest on any Registered Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable
to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such defaulted interest and, if applicable, interest on such defaulted interest (to the extent lawful) at
the rate specified in the Securities of such series (such defaulted interest and, if applicable, interest thereon herein collectively called "Defaulted Interest") may be paid by the Company, at its
election in each case, as provided in clause (1) or (2) below: 



        (1)   The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Registered Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the
Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Registered Security of such series and the date of the proposed payment, and at the same time the Company shall
deposit with the Trustee an amount of money in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities
of such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall
make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to
such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not
less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly
notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date
therefor to be given in the manner provided in Section 106, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been so given, such Defaulted Interest shall be paid to the Persons in whose name the Registered Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2). 


        (2)   The
Company may make payment of any Defaulted Interest on the Registered Securities of any series in any other lawful manner not inconsistent with the requirements of
any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment
pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee. 




        (b)   The
provisions of this Section 307(b) may be made applicable to any series of Securities pursuant to Section 301 (with such modifications, additions or
substitutions 


43





 

as
may be specified pursuant to such Section 301). The interest rate (or the spread or spread multiplier used to calculate such interest rate, if applicable) on any Security of such series may
be reset by the Company on the date or dates specified on the face of such Security (each an "Optional Reset Date"). The Company may exercise such option with respect to such Security by notifying the
Trustee of such exercise at least 50 but not more than 60 days prior to an Optional Reset Date for such Note, which notice shall specify the information to be included in the Reset Notice (as
defined). Not later than 40 days prior to each Optional Reset Date, the Trustee shall transmit, in the manner provided for in Section 106, to the Holder of any such Security a
notice (the "Reset Notice") indicating whether the Company has elected to reset the interest rate (or the spread or spread multiplier used to calculate such interest rate, if applicable), and if so
(i) such new interest rate (or such new spread or spread multiplier, if applicable) and (ii) the provisions, if any, for redemption during the period from such Optional Reset Date to the
next Optional Reset Date or if there is no such next Optional Reset Date, to the Stated Maturity Date of such Security (each such period a "Subsequent Interest Period"), including the date or dates on
which or the period or periods during which and the price or prices at which such redemption may occur during the Subsequent Interest Period. 


        Notwithstanding
the foregoing, not later than 20 days prior to the Optional Reset Date, the Company may, at its option, revoke the interest rate (or the spread or spread
multiplier used to calculate such interest rate, if applicable) provided for in the Reset Notice and establish an interest rate (or a spread or spread multiplier used to calculate such interest rate,
if applicable) that is higher than the interest rate (or the spread or spread multiplier, if applicable) provided for in the Reset Notice, for the Subsequent Interest Period by causing the Trustee to
transmit, in the manner provided for in Section 106, notice of such higher interest rate (or such higher spread or spread multiplier, if applicable) to the Holder of such Security. Such notice
shall be irrevocable. All Securities with respect to which the interest rate (or the spread or spread multiplier used to calculate such interest rate, if applicable) is reset on an Optional Reset
Date, and with respect to which the Holders of such Securities have not tendered such Securities for repayment (or have validly revoked any such tender) pursuant to the next succeeding paragraph, will
bear such higher interest rate (or such higher spread or spread multiplier, if applicable). 


        The
Holder of any such Security will have the option to elect repayment by the Company of the principal of such Security on each Optional Reset Date at a price equal to the principal
amount thereof plus interest accrued to such Optional Reset Date. In order to obtain repayment on an Optional Reset Date, the Holder must follow the procedures set forth in Article Thirteen for
repayment at the option of Holders except that the period for delivery or notification to the Trustee shall be at least 25 but not more than 35 days prior to such Optional Reset Date and except
that, if the Holder has tendered any Security for repayment pursuant to the Reset Notice, the Holder may, by written notice to the Trustee, revoke such tender or repayment until the close of business
on the tenth day before such Optional Reset Date. 


        Subject
to the foregoing provisions of this Section and Section 305, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of
any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 



        SECTION
308.    Optional Extension of Stated Maturity. 


44







  





        The provisions of this Section 308 may be made applicable to any series of Securities pursuant to Section 301 (with such modifications, additions or substitutions as may be
specified pursuant to such Section 301). The Stated Maturity of any Security of such series may be extended at the option of the Company for the period or periods specified on the face of such
Security (each an "Extension Period") up to but not beyond the date (the "Final Maturity") set forth on the face of such Security. The Company may exercise such option with respect to any Security by
notifying the Trustee of such exercise at least 50 but not more than 60 days prior to the Stated Maturity of such Security in effect prior to the exercise of such option (the "Original Stated
Maturity"). If the Company exercises such option, the Trustee shall transmit, in the manner provided for in Section 106, to the Holder of such Security not later than 40 days
prior to the Original Stated Maturity a notice (the "Extension Notice") indicating (i) the election of the Company to extend the Stated Maturity, (ii) the new Stated Maturity,
(iii) the interest rate, if any, applicable to the Extension Period and (iv) the provisions, if any, for redemption during such Extension Period. Upon the Trustee's transmittal of the
Extension Notice, the Stated Maturity of such Security shall be extended automatically and, except as modified by the Extension Notice and as described in the next paragraph, such Security will have
the same terms as prior to the transmittal of such Extension Notice. 


        Notwithstanding
the foregoing, not later than 20 days before the Original Stated Maturity of such Security, the Company may, at its option, revoke the interest rate provided for
in the Extension Notice and establish a higher interest rate for the Extension Period by causing the Trustee to transmit, in the manner provided for in Section 106, notice of such higher
interest rate to the Holder of such Security. Such notice shall be irrevocable. All Securities with respect to which the Stated Maturity is extended will bear such higher interest rate. 



        If
the Company extends the Maturity of any Security, the Holder will have the option to elect repayment of such Security by the Company on the Original Stated Maturity at a price equal
to the principal amount thereof, plus interest accrued to such date. In order to obtain repayment on the Original Stated Maturity once the Company has extended the Maturity thereof, the Holder must
follow the procedures set forth in Article Thirteen for repayment at the option of Holders, except that the period for delivery or notification to the Trustee shall be at least 25 but not more than
35 days prior to the Original Stated Maturity and except that, if the Holder has tendered any Security for repayment pursuant to an Extension Notice, the Holder may by written notice to the
Trustee revoke such tender for repayment until the close of business on the tenth day before the Original Stated Maturity. 


        SECTION
309.    Persons Deemed Owners. 


        Prior
to due presentment of a Registered Security for registration of transfer, the Company, the Guarantor, the Trustee and any agent of any of the foregoing may treat the Person in
whose name such Registered Security is registered as the owner of such Registered Security for the purpose of receiving payment of principal of (and premium, if any) and (subject to
Sections 305 and 307) interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and none of the Company, the Guarantor, the
Trustee or any agent of any of the foregoing shall be affected by notice to the contrary. 


45





 

        Title
to any Bearer Security and any coupons appertaining thereto shall pass by delivery. The Company, the Guarantor, the Trustee and any agent of any of the foregoing may treat the
bearer of any Bearer Security and the bearer of any coupon as the absolute owner of such Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other
purposes whatsoever, whether or not such Security or coupons be overdue, and none of the Company, the Guarantor, the Trustee or any agent of any of the foregoing shall be affected by notice to the
contrary. 


        None
of the Company, the Guarantor, the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a Security in global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. 



        Notwithstanding
the foregoing, with respect to any Global Security, nothing herein shall prevent the Company, the Trustee, or any agent of any of the foregoing from giving effect to any
written certification, proxy or other authorization furnished by any depositary, as a Holder, with respect to such Global Security or impair, as between such depositary and owners of beneficial
interests in such Global Security, the operation of customary practices governing the exercise of the rights of such depositary (or its nominee) as Holder of such Global Security. 


        SECTION
310.    Cancellation. 


        All
Securities and coupons surrendered for payment, redemption, repayment at the option of the Holder, registration of transfer or exchange or for credit against any current or future
sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee. All Securities and coupons so delivered to the Trustee shall be promptly cancelled by it.
The Company or the Guarantor may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company or the Guarantor may have
acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the
Company has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. If the Company shall so acquire any of the Securities, however, such acquisition shall not
operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are surrendered to the Trustee for cancellation. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be
disposed of by the Trustee in accordance with its customary procedures and certification of their disposal delivered to the Company unless by Company Order the Company shall direct that cancelled
Securities be returned to it. 


        SECTION
311.    Computation of Interest. 


        Except
as otherwise specified as contemplated by Section 301 with respect to any Securities, interest, if any, on the Securities of each series shall be computed on the basis of a
360-day year of twelve 30-day months. For the purposes of disclosure under the Interest Act 


46





 

(Canada),
the yearly rate of interest to which interest calculated under a Security for any period in any calendar year (the "calculation period") is equivalent, is the rate payable under a Security
in respect of the calculation period multiplied by a fraction the numerator of which is the actual number of days in such calendar year and the denominator of which is the actual number of days in the
calculation period. 


        SECTION
312.    Currency and Manner of Payments in Respect of Securities. 


        (a)   With
respect to Registered Securities of any series not permitting the election provided for in paragraph (b) below or the Holders of which have not made the
election provided for in paragraph (b) below, and with respect to Bearer Securities of any series, except as provided in paragraph (d) below, payment of the principal of (and
premium, if any) and interest, if any, on any Registered or Bearer Security of such series will be made in the Currency in which such Registered Security or Bearer Security, as the case may be, is
payable. The provisions of this Section 312 may be modified or superseded with respect to any Securities pursuant to Section 301. 


        (b)   It
may be provided pursuant to Section 301 with respect to Registered Securities of any series that Holders shall have the option, subject to
paragraphs (d) and (e) below, to receive payments of principal of (or premium, if any) or interest, if any, on such Registered Securities in any of the Currencies which may be designated
for such election by delivering to the Trustee a written election with signature guarantees and in the applicable form established pursuant to Section 301, not later than the close of business
on the Election Date immediately preceding the applicable payment date. If a Holder so elects to receive such payments in any such Currency, such election will remain in effect for such Holder or any
transferee of such Holder until changed by such Holder or such transferee by written notice to the Trustee (but any such change must be made not later than the close of business on the Election Date
immediately preceding the next payment date to be effective for the payment to be made on such payment date and no such change of election may be made with respect to payments to be made on any
Registered Security of such series with respect to which an Event of Default has occurred or with respect to which the Company has deposited funds pursuant to Article Four or Fourteen or with respect
to which a notice of redemption has been given by the Company or a notice of option to elect repayment has been sent by such Holder or such transferee). Any Holder of any such Registered Security who
shall not have delivered any such election to the Trustee not later than the close of business on the applicable Election Date will be paid the amount due on the applicable payment date in the
relevant Currency as provided in Section 312(a). The Trustee shall notify the Exchange Rate Agent as soon as practicable after the Election Date of the aggregate principal amount of Registered
Securities for which Holders have made such written election. 


        (c)   Unless
otherwise specified pursuant to Section 301, if the election referred to in paragraph (b) above has been provided for pursuant to
Section 301, then, unless otherwise specified pursuant to Section 301, not later than the fourth Business Day after the Election Date for each payment date for Registered Securities of
any series, the Exchange Rate Agent will deliver to the Company a written notice specifying, in the Currency in which Registered Securities of such series are payable, the respective aggregate amounts
of principal of (and premium, if any) and interest, if any, on the Registered Securities to be paid on such payment 


47





 

date,
specifying the amounts in such Currency so payable in respect of the Registered Securities as to which the Holders of Registered Securities of such series shall have elected to be paid in
another Currency as provided in paragraph (b) above. If the election referred to in paragraph (b) above has been provided for pursuant to Section 301 and if at least one
Holder has made such election, then, unless otherwise specified pursuant to Section 301, on the second Business Day preceding such payment date the Company will deliver to the Trustee for such
series of Registered Securities an Exchange Rate Officer's Certificate in respect of the Dollar or Foreign Currency payments to be made on such payment date. Unless otherwise specified pursuant to
Section 301, the Dollar or Foreign Currency amount receivable by Holders of Registered Securities who have elected payment in a Currency as provided in paragraph (b) above shall be
determined by the Company on the basis of the applicable Market Exchange Rate in effect on the third Business Day (the "Valuation Date") immediately preceding each payment date, and such determination
shall be conclusive and binding for all purposes, absent manifest error. 


        (d)   If
a Conversion Event occurs with respect to a Foreign Currency in which any of the Securities are denominated or payable other than pursuant to an election provided for
pursuant to paragraph (b) above, then with respect to each date for the payment of principal of (and premium, if any) and interest, if any, on the applicable Securities denominated or payable
in such Foreign Currency occurring after the last date on which such Foreign Currency was used (the "Conversion Date"), the Dollar shall be the Currency of payment for use on each such payment date.
Unless otherwise specified pursuant to Section 301, the Dollar amount to be paid by the Company to the Trustee and by the Trustee or any Paying Agent to the Holders of such Securities with
respect to such payment date shall be, in the case of a Foreign Currency other than a currency unit, the Dollar Equivalent of the Foreign Currency or, in the case of a currency unit, the Dollar
Equivalent of the Currency Unit, in each case as determined by the Exchange Rate Agent in the manner provided in paragraph (f) or (g) below. 


        (e)   Unless
otherwise specified pursuant to Section 301, if the Holder of a Registered Security denominated in any Currency shall have elected to be paid in another
Currency as provided in paragraph (b) above, and a Conversion Event occurs with respect to such elected Currency, such Holder shall receive payment in the Currency in which payment would
have been made in the absence of such election; and if a Conversion Event occurs with respect to the Currency in which payment would have been made in the absence of such election, such Holder shall
receive payment in Dollars as provided in paragraph (d) above. 


        (f)    The
"Dollar Equivalent of the Foreign Currency" shall be determined by the Exchange Rate Agent and shall be obtained for each subsequent payment date by converting the
specified Foreign Currency into Dollars at the Market Exchange Rate on the Conversion Date. 


        (g)   The
"Dollar Equivalent of the Currency Unit" shall be determined by the Exchange Rate Agent and subject to the provisions of paragraph (h) below shall be the sum
of each amount obtained by converting the Specified Amount of each Component Currency into Dollars at the Market Exchange Rate for such Component Currency on the Valuation Date with respect to each
payment. 


48





 

        (h)   For
purposes of this Section 312 the following terms shall have the following meanings: 



        A
"Component Currency" shall mean any Currency which, on the Conversion Date, was a component currency of the relevant currency unit, including, but not limited to, the Euro. 


        A
"Specified Amount" of a Component Currency shall mean the number of units of such Component Currency or fractions thereof which were represented in the relevant currency unit,
including, but not limited to, the Euro, on the Conversion Date. If after the Conversion Date the official unit of any Component Currency is altered by way of combination or subdivision, the Specified
Amount of such Component Currency shall be divided or multiplied in the same proportion. If after the Conversion Date two or more Component Currencies are consolidated into a single currency, the
respective Specified Amounts of such Component Currencies shall be replaced by an amount in such single Currency equal to the sum of the respective Specified Amounts of such consolidated Component
Currencies expressed in such single Currency, and such amount shall thereafter be a Specified Amount and such single Currency shall thereafter be a Component Currency. If after the Conversion Date any
Component Currency shall be divided into two or more currencies, the Specified Amount of such Component Currency shall be replaced by amounts of such two or more currencies, having an aggregate Dollar
Equivalent value at the Market Exchange Rate on the date of such replacement equal to the Dollar Equivalent value of the Specified Amount of such former Component Currency at the Market Exchange Rate
immediately before such division and such amounts shall thereafter be Specified Amounts and such
currencies shall thereafter be Component Currencies. If, after the Conversion Date of the relevant currency unit, including, but not limited to, the Euro, a Conversion Event (other than any event
referred to above in this definition of "Specified Amount") occurs with respect to any Component Currency of such currency unit and is continuing on the applicable Valuation Date, the Specified Amount
of such Component Currency shall, for purposes of calculating the Dollar Equivalent of the Currency Unit, be converted into Dollars at the Market Exchange Rate in effect on the Conversion Date of such
Component Currency. 


        "Election
Date" shall mean the date for any series of Registered Securities as specified pursuant to clause (13) of Section 301 by which the written election referred to in
paragraph (b) above may be made. 




        All
decisions and determinations of the Exchange Rate Agent regarding the Dollar Equivalent of the Foreign Currency, the Dollar Equivalent of the Currency Unit, the Market Exchange Rate
and changes in the Specified Amounts as specified above shall be in its sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and irrevocably binding upon the
Company, the Trustee and all Holders of such Securities denominated or payable in the relevant Currency. The Exchange Rate Agent shall promptly give written notice to the Company and the Trustee of
any such decision or determination. 


        In
the event that the Company determines in good faith that a Conversion Event has occurred with respect to a Foreign Currency, the Company will immediately give written 


49





 

notice
thereof to the Trustee and to the Exchange Rate Agent (and the Trustee will promptly thereafter give notice in the manner provided for in Section 106 to the affected Holders)
specifying the Conversion Date. In the event the Company so determines that a Conversion Event has occurred with respect to the Euro or any other currency unit in which Securities are denominated or
payable, the Company will immediately give written notice thereof to the Trustee and to the Exchange Rate Agent (and the Trustee will promptly thereafter give notice in the manner provided for in
Section 106 to the affected Holders) specifying the Conversion Date and the Specified Amount of each Component Currency on the Conversion Date. In the event the Company determines in
good faith that any subsequent change in any Component Currency as set forth in the definition of Specified Amount above has occurred, the Company will similarly give written notice to the Trustee and
the Exchange Rate Agent. 


        The
Trustee shall be fully justified and protected in relying and acting upon information received by it from the Company and the Exchange Rate Agent and shall not otherwise have any
duty or obligation to determine the accuracy or validity of such information independent of the Company or the Exchange Rate Agent. 


        SECTION
313.    Appointment and Resignation of Successor Exchange Rate Agent. 


        (a)   Unless
otherwise specified pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or
(ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series
of Securities, or as so required, at least one Exchange Rate Agent. The Company will cause the Exchange Rate Agent to make the necessary foreign exchange determinations at the time and in the manner
specified pursuant to Section 301 for the purpose of determining the applicable rate of exchange and, if applicable, for the purpose of converting the issued Currency into the applicable
payment Currency for the payment of principal (and premium, if any) and interest, if any, pursuant to Section 312. 


        (b)   No
resignation of the Exchange Rate Agent and no appointment of a successor Exchange Rate Agent pursuant to this Section shall become effective until the acceptance of
appointment by the successor Exchange Rate Agent as evidenced by a written instrument delivered to the Company and the Trustee. 


        (c)   If
the Exchange Rate Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Exchange Rate Agent for any cause
with respect to the Securities of one or more series, the Company, by or pursuant to a Board Resolution, shall promptly appoint a successor Exchange Rate Agent or Exchange Rate Agents with respect to
the Securities of that or those series (it being understood that any such successor Exchange Rate Agent may be appointed with respect to the Securities of one or more or all of such series and that,
unless otherwise specified pursuant to Section 301, at any time there shall only be one Exchange Rate Agent with respect to the Securities of any particular series that are originally issued by
the Company on the same date and that are initially denominated and/or payable in the same Currency). 


50





 

        SECTION
314.    Global Securities. 



        Neither
the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary. 


        SECTION
315.    CUSIP Numbers. 


        The
Company in issuing the Securities may use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to
Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption
and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The
Company will promptly notify the Trustee in writing of any change in the "CUSIP" numbers. 


 
 

ARTICLE FOUR
  
    SATISFACTION AND DISCHARGE    
    


        SECTION 401.    Satisfaction and Discharge of Indenture. 


        This
Indenture shall upon Company Request cease to be of further effect with respect to any series of Securities specified in such Company Request (except as to any surviving rights of
registration of transfer or exchange of Securities of such series expressly provided for herein or pursuant hereto and any right to receive Additional Amounts as contemplated by Section 1005)
and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series when 



        (1)   either




        (A)    all
Securities of such series theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons
appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in
Section 305, (ii) Securities and coupons of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306,
(iii) coupons appertaining to Securities called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 1106,
and (iv) Securities and coupons of such series for whose payment money has theretofore been deposited in trust with the Trustee or any Paying Agent or segregated and held in trust by the
Company and thereafter repaid to the Company, as provided in Section 1003) have been delivered to the Trustee for cancellation; or 




51





 


        (B)    all
Securities of such series and, in the case of (i) or (ii) below, any coupons appertaining thereto not theretofore delivered to the
Trustee for cancellation 



        (i)    have
become due and payable, or 


        (ii)   will
become due and payable at their Stated Maturity within one year, or 



        (iii)  if
redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Company, 




and
the Company, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose an amount in the
Currency in which the Securities of such series are payable, sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for
principal (and premium, if any) and interest, if any, to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the
case may be; 




        (2)   the
Company or the Guarantor has paid or caused to be paid all other sums payable hereunder by the Company or the Guarantor, as the case may be, and 


        (3)   the
Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to
the satisfaction and discharge of this Indenture as to such series have been complied with. 




        Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 607, the obligations of the Trustee to any
Authenticating Agent under Section 612 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the
Trustee under Section 402 and the last paragraph of Section 1003 and the obligations of the Guarantor under Section 1005 shall survive such satisfaction and
discharge. 


        SECTION
402.    Application of Trust Money. 


        Subject
to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in
accordance with the provisions of the Securities, the coupons and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as
the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest, if any, for whose payment such money has been deposited with the Trustee; but such
money need not be segregated from other funds except to the extent required by law. 


52






  



 
 

ARTICLE FIVE    
    
    REMEDIES    
    


        SECTION 501.    Events of Default. 


        "Event
of Default", wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental
body), unless such event is specifically deleted or modified in or pursuant to a supplemental indenture, Board Resolution or Officers' Certificate establishing the terms of such series pursuant to
Section 301 of this Indenture: 



        (1)   default
in the payment of the principal of (or premium, if any, on) any Security of that series at its Maturity; or 


        (2)   default
in the payment of any interest or Additional Amounts on any Security of that series, or any related coupon, when such interest or coupon becomes due and payable,
and continuance of such default for a period of 30 days; or 


        (3)   default
in the deposit of any sinking fund payment, if, when and as due by the terms of the Securities of that series and Article Twelve; or 


        (4)   default
in the performance, or breach, of any covenant or warranty of the Company or the Guarantor in this Indenture in respect of the Securities of that series (other
than a default in the performance, or breach of a covenant or warranty which is specifically dealt with elsewhere in this Section), and continuance of such default or breach for a period of
60 days after there has been given, by registered or certified mail, to the Company and the Guarantor by the Trustee or to the Company, the Guarantor and the Trustee by the Holders of at least
25% in principal amount of all Outstanding Securities affected thereby, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of
Default" hereunder; or 


        (5)   failure
to pay when due, after the expiration of any applicable grace period, any portion of the principal of, or involuntary acceleration of the maturity of,
indebtedness for borrowed money of the Guarantor, the Company or any Subsidiary of the Guarantor having an aggregate principal amount outstanding in excess of the greater of $50,000,000 and 5% of
Consolidated Net Tangible Assets of the Guarantor; or 


        (6)   a
final judgment or order or final judgments or orders for the payment of money are entered against the Company, the Guarantor or any subsidiary of the Guarantor in an
uninsured or unindemnified aggregate amount in excess of the greater of $50,000,000 and 5% of Consolidated Net Tangible Assets of the Guarantor by a court or courts of competent jurisdiction, which
judgments or orders are not discharged, waived, stayed, satisfied or bonded within a period (during which execution will not be 



53





 

effectively
stayed) of 60 consecutive days after the right to appeal all such judgments or orders has expired; or 



        (7)   the
Company, the Guarantor or any Significant Subsidiary of the Guarantor pursuant to or under or within the meaning of any Bankruptcy Law: 



        (i)    commences
a voluntary case or proceeding; 


        (ii)   consents
to the entry of a Bankruptcy Order in an involuntary case or proceeding or the commencement of any case against it; 


        (iii)  consents
to the appointment of a Custodian of it or for any substantial part of its property; 



        (iv)  makes
a general assignment for the benefit of its creditors or files a proposal or other scheme of arrangement involving the rescheduling or composition of its
indebtedness; 


        (v)   files a
petition in bankruptcy or an answer or consent seeking reorganization or relief; or 


        (vi)  consents
to the filing of such petition in bankruptcy or the appointment of or taking possession by a Custodian; or 




        (8)   a
court of competent jurisdiction in any involuntary case or proceeding enters a Bankruptcy Order against the Company, the Guarantor or any Significant Subsidiary of the
Guarantor, and such Bankruptcy Order remains unstayed and in effect for 15 consecutive days; or 


        (9)   a
Custodian shall be appointed out of court with respect to the Company, the Guarantor or any Significant Subsidiary of the Guarantor, or with respect to all or any
substantial part of the property of the Company, the Guarantor or any Significant Subsidiary of the Guarantor, or any encumbrancer shall take possession of all or any substantial part of the property
of the Company, the Guarantor or any Significant Subsidiary of the Guarantor; or 


        (10) any
other Event of Default provided with respect to Securities of that series. 




        "Bankruptcy
Law" means the Federal Bankruptcy Code, Bankruptcy and Insolvency Act (Canada) or any other Canadian federal or provincial law or the law of any other jurisdiction relating
to bankruptcy, insolvency, winding up, liquidation, reorganization or relief of debtors. "Custodian" means any receiver, interim receiver, receiver and manager, trustee, assignee, liquidator,
sequestrator or similar official under any Bankruptcy Law or any other person with like powers. "Bankruptcy Order" means any court order made in a proceeding pursuant to or within the meaning of any
Bankruptcy Law, containing an adjudication of bankruptcy or insolvency, or providing for liquidation, winding up, dissolution or reorganization, or appointing a Custodian of a debtor or of all or any
substantial part of a debtor's property, or 


54





 

providing
for the staying, arrangement, adjustment or composition of indebtedness or other relief of a debtor. 


        SECTION
502.    Acceleration of Maturity; Rescission and Annulment. 



        If
an Event of Default described in clause (1), (2) or (3) of Section 501 with respect to Securities of any series at the time Outstanding occurs and is continuing,
then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount (or, if the Securities of that
series are Original Issue Discount Securities or Indexed Securities, such portion of the principal amount as may be specified in the terms of such affected series) of all of the Securities of that
series and all interest thereon to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount
(or specified portion thereof) shall become immediately due and payable. If an Event of Default described in clause (4) or (10) of Section 501 occurs and is continuing with
respect to the Securities of one or more series, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of all series affected
thereby (as one class) may declare the principal amount (or, if any such Securities are Original Issue Discount Securities or Indexed Securities, such portion of the principal amount as may be
specified in the terms of such affected series) of all of the Outstanding Securities of such affected series and all interest thereon to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by the Holders) and upon any such declaration such principal amount (or specified portion thereof) shall become immediately due and payable. If an Event of Default
described in clause (5), (6), (7), (8) or (9) of Section 501 occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount
of all the Securities then Outstanding (as a class) may declare the principal amount (or, if any such Securities are Original Issue Discount Securities or Indexed Securities, such portion of the
principal amount as may be specified in the terms of that series) of all of the Outstanding Securities and all interest thereon to be due and payable immediately, by a notice in writing to the Company
(and to the Trustee if given by the Holders), and upon any such declaration such principal amount (or specified portion thereof) shall become immediately due and payable. 



        At
any time after a declaration of acceleration with respect to Securities of any series (or of all series, as the case may be) has been made and before a judgment or decree for payment
of the money due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of a majority in principal amount of the Outstanding Securities of that series (or of all series,
as the case may be), by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: 



        (1)   the
Company or the Guarantor has paid or deposited with the Trustee a sum sufficient to pay in the Currency in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)), 



        (A)  all
overdue interest, if any, on all Outstanding Securities of that series (or of all series, as the case may be) and any related coupons, 




55





 


        (B)  all
unpaid principal of (and premium, if any) any Outstanding Securities of that series (or of all series, as the case may be) which has become due otherwise than by
such declaration of acceleration, and interest on such unpaid principal at the rate or rates prescribed therefor in such Securities, 


        (C)  interest
on overdue interest, if any, at the rate or rates prescribed therefor in such Securities, and 


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




        (2)   all
Events of Default with respect to Securities of that series (or of all series, as the case may be), other than the non-payment of amounts of principal of
(or premium, if any, on) or interest on Securities of that series (or of all series, as the case may be) which have become due solely by such declaration of acceleration, have been cured or waived as
provided in Section 513. 




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



        SECTION
503.    Collection of Indebtedness and Suits for Enforcement by Trustee. 




The
Company covenants that if: 




        (1)   default
is made in the payment of any installment of interest on any Security and any related coupon when such interest becomes due and payable and such default
continues for a period of 30 days, or 


        (2)   default
is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof, 




then
the Company will, upon demand of the Trustee, pay to the Trustee for the benefit of the Holders of such Securities and coupons, the whole amount then due and payable on such Securities and
coupons for principal (and premium, if any) and interest, if any, and interest on any overdue principal (and premium, if any) and on any overdue interest, at the rate or rates prescribed therefor in
such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel. 


        If
the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name as trustee of an express trust, may institute a judicial proceeding for the collection
of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company, the Guarantor or any other obligor upon such Securities and
collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company, the Guarantor or any other obligor upon such Securities, wherever situated. 


56





 

        If
an Event of Default with respect to Securities of any series (or of all series, as the case may be) occurs and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series (or of all series, as the case may be) by such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any
other proper remedy. 


        SECTION
504.    Trustee May File Proofs of Claim. 


        In
case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the
Company, the Guarantor or any other obligor upon the Securities or the property of the Company, the Guarantor or of such other obligor or their creditors, the Trustee (irrespective of whether the
principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company or the
Guarantor for the payment of overdue principal, premium, if any, or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, 



        (i)    to
file a proof of claim for the whole amount of principal (and premium, if any), or such portion of the principal amount of any series of Original Issue Discount
Securities or Indexed Securities as may be specified in the terms of such series, and interest, if any, owing and unpaid in respect of the Securities or the Guarantees and to file such other papers or
documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel) and of the Holders allowed in such judicial proceeding, and 


        (ii)   to
collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; 




and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607. 


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


        SECTION
505.    Trustee May Enforce Claims Without Possession of Securities. 



        All
rights of action and claims under this Indenture, the Securities or coupons or the Guarantees may be prosecuted and enforced by the Trustee without the possession of any of the
Securities or coupons or the production thereof in any proceeding relating thereto, and any 


57





 

such
proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities and coupons in respect of which such judgment has
been recovered. 


        SECTION
506.    Application of Money Collected. 


        Any
money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal (or premium, if any) or interest, if any, upon presentation of the Securities or coupons, or both, as the case may be, and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid: 


        First:    To
the payment of all amounts due the Trustee under Section 607; 


        Second:    To
the payment of the amounts then due and unpaid for principal of (and premium, if any) and interest, if any, on the Securities and
coupons in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities
and coupons for principal (and premium, if any) and interest, if any, respectively; and 



        Third:    The
balance, if any, to the Person or Persons entitled thereto. 


        SECTION
507.    Limitation on Suits. 


        No
Holder of any Security of any series or any related coupons shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, the Securities or
the Guarantees, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless 



        (1)   such
Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series; 



        (2)   the
Holders of not less than 25% in principal amount of the Outstanding Securities of all series affected by such Event of Default (determined as provided in
Section 502 and as one class), shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 


        (3)   such
Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; 


        (4)   the
Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and 



        (5)   no
direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority or more in principal 



58





 

amount
of the Outstanding Securities of all series affected by such Event of Default (determined as provided in Section 502 and as one class); 




it
being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or
prejudice the rights of any other Holders of Outstanding Securities of such affected series, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any
right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all Holders of Outstanding Securities of such affected series. 


        SECTION
508.    Unconditional Right of Holders to Receive Principal, Premium and Interest. 


        Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment, as provided herein
(including, if applicable, Article Fourteen) and in such Security, of the principal of (and premium, if any) and (subject to Section 307) interest, if any, on, such Security or payment of such
coupon on the respective Stated Maturities expressed in such Security or coupon (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such Holder. 


        SECTION
509.    Restoration of Rights and Remedies. 


        If
the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or
has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Guarantor, the Trustee and the Holders of
Securities and coupons shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though
no such proceeding had been instituted. 


        SECTION
510.    Rights and Remedies Cumulative. 


        Except
as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities or coupons in the last paragraph of Section 306, no
right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities or coupons is intended to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 


        SECTION
511.    Delay or Omission Not Waiver. 


        No
delay or omission of the Trustee or of any Holder of any Security or coupon to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be 


59





 

exercised
from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 


        SECTION
512.    Control by Holders. 


        The
Holders of not less than a majority in principal amount of the Outstanding Securities of all series affected by an Event of Default (determined as provided in Section 502
and as one class) shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee, with respect to the Outstanding Securities of such affected series, provided in each case 



        (1)   such
direction shall not be in conflict with any rule of law or with this Indenture, 


        (2)   the
Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and 


        (3)   the
Trustee need not take any action which might involve it in personal liability or be unjustly prejudicial to the Holders of Outstanding Securities of such affected
series not consenting. 




        SECTION
513.    Waiver of Past Defaults. 


        Subject
to Section 502, the Holders of not less than a majority in principal amount of the Outstanding Securities of all series with respect to which a Default shall have occurred
and be continuing (as one class) may on behalf of the Holders of all the Outstanding Securities of such affected series waive any past Default, and its consequences, except a Default 



        (1)   in
respect of the payment of the principal of (or premium, if any) or interest, if any, on any Security or any related coupon or the payment of Additional Amounts, or 



        (2)   in
respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Security of
such affected series. 




        Upon
any such waiver, any such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no
such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. 


        SECTION
514.    Waiver of Stay or Extension Laws. 



        Each
of the Company and the Guarantor covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take
the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; 


60





 

and
each of the Company and the Guarantor (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 


        SECTION
515.    Undertaking for Costs. 


        In
any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable
attorney's fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 515 does
not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 507 hereof, or a suit by Holders of more than 10% in principal amount of the then Outstanding Securities. 


 
 

ARTICLE SIX    
    
    THE TRUSTEE    
    


        SECTION 601.    Certain Duties and Responsibilities. 



        (1)   Except
during the continuance of an Event of Default, 



        (a)   the
Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read
into this Indenture against the Trustee; and 


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




        (2)   In
case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. 



        (3)   No
provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own
willful misconduct, except that 



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        (a)   this
Subsection shall not be construed to limit the effect of Subsection (1) of this Section; 



        (b)   the
Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority
in principal amount of the Outstanding Securities of any series, determined as provided in Sections 101, 104 and 512, relating to the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and 




        (4)   Whether
or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Section. 




        SECTION
602.    Notice of Defaults. 


        Within
90 days after the occurrence of any Default hereunder with respect to the Securities of any series, the Trustee shall transmit in the manner and to the extent provided in
TIA Section 313(c), notice of such default hereunder known to the Trustee, unless such Default shall have been cured or waived; provided,  however,
that, except in the case of a Default in the payment of the principal of (or premium, if any) or interest, if any, on any Security of such
series or in the payment of any sinking fund installment with respect to Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interest of the Holders of
Securities of such series and any related coupons; and provided further that in the case of any Default of the character specified in
Section 501(4) with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section,
the term "default" means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series. 


        SECTION
603.    Certain Rights of Trustee. 


        Subject
to the provisions of Section 601: 



        (1)         the
Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been
signed or presented by the proper party or parties; 


        (2)         any
request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any
resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; 


        (3)         whenever
in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any 



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action
hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers' Certificate; 


        (4)         the
Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; 


        (5)         the
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction
of any of the Holders of Securities of any series or any related coupons pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory
to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; 



        (6)         the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make
such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine
the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such
inquiry or investigation; 


        (7)         the
Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; 


        (8)         the
Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within
the discretion or rights or powers conferred upon it by this Indenture; 



        (9)         the
Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a default is sent to the Trustee at the Corporate Trust Office of the Trustee in accordance with the provisions of this
Indenture, and such notice references the Securities and this Indenture; 


        (10)     the
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder; and 



        (11)     the
Trustee may request that the Company deliver an Officer's Certificate setting forth the names of individuals and/or titles of officers authorized at
such time to 



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take
specified actions pursuant to this Indenture, which Officer's Certificate may be signed by any person authorized to sign an Officer's Certificate, including any person specified as so authorized
in any such certificate previously delivered and not superseded. 




        The
Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any
of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. 


        SECTION
604.    Trustee Not Responsible for Recitals or Issuance of Securities. 


        The
recitals contained herein and in the Securities, except for the Trustee's certificates of authentication, and in any coupons shall be taken as the statements of the Company, and
neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder and that
the statements made by it in a Statement of Eligibility on Form T-1 supplied to the Company are true and accurate, subject to the qualifications set forth therein. Neither the
Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof. 


        SECTION
605.    May Hold Securities. 


        The
Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company or of the Trustee, in its individual or any other capacity, may become
the owner or pledgee of Securities and coupons and, subject to TIA Sections 310(b) and 311, may otherwise deal with the Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent. A Trustee that has resigned or was removed shall remain subject to Section 311(a) of the TIA. 


        SECTION
606.    Money Held in Trust. 


        Money
held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any
money received by it hereunder except as otherwise agreed with the Company. 


        SECTION
607.    Compensation and Reimbursement. 


        The
Company agrees: 



        (1)   to
pay to the Trustee from time to time reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it
hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); 


        (2)   except
as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or 



64





 

made
by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or willful misconduct; and 


        (3)   to
indemnify each of the Trustee, any predecessor Trustee and their agents for, and to hold them harmless against, any loss, damage, claims, liability or expense,
including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred without negligence or willful misconduct on its part, arising out of or in connection
with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder or in connection with the enforcement of the provisions of this Section. 




        The
obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless
the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company,
the Trustee shall have a claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if
any) or interest, if any, on particular Securities or any coupons. 


        When
the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6) or (7), the expenses (including reasonable charges
and expense of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable United States or Canadian federal, state or
provincial bankruptcy, insolvency or other similar law. 


        The
provisions of this Section shall survive the termination of this Indenture and the resignation or removal of the Trustee. 


        SECTION
608.    Corporate Trustee Required; Eligibility. 


        There
shall be at all times a Trustee hereunder which shall be eligible to act as Trustee under TIA Section 310(a)(1) and shall have a combined capital and surplus of at
least $50,000,000. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of Federal, State, territorial or District of Columbia supervising or
examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article. 


        SECTION
609.    Resignation and Removal; Appointment of Successor. 



        (a)   No
resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of 


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appointment
by the successor Trustee in accordance with the applicable requirements of Section 610. 


        (b)   The
Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance
by a successor Trustee required by Section 610 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee, at the
expense of the Company, may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 


        (c)   The
Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of not less than a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the Company. If the instrument of acceptance by a successor Trustee required by Section 610 shall not have been delivered
to the Company and the Trustee within 30 days after the giving of such notice of removal, the removed Trustee, at the expense of the Company, may petition any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Securities of such series. 


        (d)   If
at any time: 



        (1)   the
Trustee shall fail to comply with the provisions of TIA Section 310(b) after written request therefor by the Company or by any Holder who has been a bona fide
Holder of a Security for at least six months, or 


        (2)   the
Trustee shall cease to be eligible under Section 608 and shall fail to resign after written request therefor by the Company or by any Holder who has
been a bona fide Holder of a Security for at least six months, or 


        (3)   the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any
public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, 




then,
in any such case, (i) the Company, by a Board Resolution, may remove the Trustee with respect to all Securities or the Securities of one or more series, or (ii) subject to TIA
Section 315(e), any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees. 


        (e)   If
the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities
of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any
particular series). If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall 


66





 

be
appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed
shall, forthwith upon its acceptance of such appointment, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the
Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner hereinafter provided,
any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 



        (f)    The
Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor
Trustee with respect to the Securities of any series to the Holders of Securities of such series in the manner provided for in Section 106. Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and the address of its Corporate Trust Office. 


        SECTION
610.    Acceptance of Appointment by Successor. 


        (a)   In
case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and
deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee
and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. 


        (b)   In
case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and
each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and
which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to
all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities
of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or
trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture 


67





 

the
resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on
request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder
with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. Whenever there is a successor Trustee with respect to one or more (but less than all)
series of securities issued pursuant to this Indenture, the terms "Indenture" and "Securities" shall have the meanings specified in the provisos to the respective definitions of those terms in
Section 101 which contemplate such situation. 


        (c)   Upon
request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor
Trustee all rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may be. 


        (d)   No
successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article. 



        SECTION
611.    Merger, Conversion, Consolidation or Succession to Business. 


        Any
corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any
Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. In case any of the Securities shall not have been
authenticated by such predecessor Trustee, any successor Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor Trustee. In all such
cases such certificates shall have the full force and effect which this Indenture provides for the certificate of authentication of the Trustee;  provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee
or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation. 


        SECTION
612.    Appointment of Authenticating Agent. 


        At
any time when any of the Securities remain Outstanding, the Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such series and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with
respect to which such Authenticating Agent will serve, in the manner provided for in 


68





 

Section 106.
Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any
such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever
reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating
Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state thereof or the District
of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state
authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Section. 


        Any
corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the
Authenticating Agent. 


        An
Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating
Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and
shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 106.
Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. 


        The
Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed
for such payments, subject to the provisions of Section 607. 


69









  





        If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee's certificate
of authentication, an alternate certificate of authentication in the following form: 




Dated:
                                        






        This
is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 



	 	 	[NAME OF TRUSTEE],
	 	 	as Trustee
	 	 	



By:
                                        

as Authenticating Agent
	 	 	



By:
                                        

as Authenticating Agent





        SECTION 613.    Preferential Collection of Claims. 


        If
and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Debt Securities), the Trustee shall be subject to the provisions of the Trust
Indenture Act regarding the collection of claims against the Company (or any such other obligor). 


        SECTION
614.    Trustee's Application for Instructions from the Company. 



        Any
application by the Trustee for written instructions from the Company may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee
under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective. The Trustee shall not be liable for any action taken by, or omission of, the
Trustee in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than fifteen Business Days after the date any
officer of the Company actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in
the case of an omission), the Trustee shall have received written instructions in response to such application specifying the action to be taken or omitted. 


 
 

ARTICLE SEVEN
  
    HOLDERS' LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTOR    
    


        SECTION 701.    Disclosure of Names and Addresses of Holders. 


        Every
Holder of Securities or coupons, by receiving and holding the same, agrees with the Company, the Guarantor and the Trustee that none of the Company, the Guarantor or the Trustee or
any agent of any of them shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders in accordance with TIA 


70





 

Section 312,
regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made
under TIA Section 312(b). 


        SECTION
702.    Reports by Trustee. 


        Within
60 days after May 15 of each year commencing with the first May 15 after the first issuance of Securities pursuant to this Indenture, the Trustee shall
transmit to the Holders of Securities, in the manner and to the extent provided in TIA Section 313(c), a brief report dated as of such May 15 if required by TIA Section 313(a). 


        The
Trustee shall comply with Sections 313(b) and 313(c) of the Trust Indenture Act. 


        A
copy of such report shall, at the time of such transmission to the Holders, be filed by the Trustee with the Company, with each securities exchange upon which any of the Securities are
listed (if so listed) and also with the Commission. The Company agrees to notify the Trustee when the Securities become listed on any stock exchange and any delisting thereof. 


        SECTION
703.    Reports by Guarantor. 


        The
Guarantor shall: 



        (1)   file
with the Trustee, within 15 days after the Guarantor is required to file the same with the Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Guarantor may be required to file
with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934; 


        (2)   file
with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents
and reports with respect to compliance by the Company and the Guarantor with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; 



        (3)   Notwithstanding
that the Guarantor may not be required to remain subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the Commission, the
Guarantor shall continue to file with the Commission and provide the Trustee and Holders 



        (c)   within
140 days after the end of each fiscal year, annual reports on Form 20-F or 40-F as applicable (or any successor
form), containing the information required to be contained therein (or required in such successor form); and 




71





 


        (d)   within
60 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 6-K (or any successor
form), containing the information which, regardless of applicable requirements shall, at a minimum, contain such information required to be provided in quarterly reports under the laws of Canada or
any province thereof to security holders of a corporation with securities listed on the Toronto Stock Exchange, whether or not the Guarantor has any of its securities so listed. 


Each
of such reports will be prepared in accordance with Canadian or United States disclosure requirements and the accounting principles as used in the preparation of the Guarantor's financial
statements, provided, however, that the Guarantor shall not be so obligated to file such reports with the Commission if the Commission does not permit
such filings; and 




        (4)   transmit
to all Holders, in the manner and to the extent provided in TIA Section 313(c), within 15 days after the filing thereof with the Trustee, such
summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs (1) and (2) of this Section as may be required by rules and regulations
prescribed from time to time by the Commission. 




        Delivery
of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained therein, including the Guarantor's or the Company's compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates). 


 
 

ARTICLE EIGHT
  
    CONSOLIDATION, AMALGAMATION, MERGER, CONVEYANCE, TRANSFER OR LEASE    
    


        SECTION 801.    Company and Guarantor May Amalgamate or Consolidate, etc., Only on Certain Terms. 


        Neither
the Company nor the Guarantor shall amalgamate or consolidate with or merge into any other Person or directly or indirectly sell, assign, convey, transfer or lease or otherwise
dispose of all or substantially all of its properties and assets to any Person, unless: 



        (1)   in
a transaction in which the Company or the Guarantor, as the case may be, does not survive or continue in existence or in which the Company or the Guarantor sells,
assigns, conveys, transfers or leases or otherwise disposes of all or substantially all of its properties and assets, the corporation formed by such amalgamation or consolidation or into which the
Company or the Guarantor, as the case may be, is merged or the Person which acquires by conveyance or transfer or otherwise, or which leases, all or substantially all the properties and assets of the
Company or the Guarantor, as the case 



72





 


may
be, (A) shall be a corporation, partnership or trust organized and validly existing (i) under the laws of the United States of America, any state thereof or the District of
Columbia or (ii) in the case of a successor entity to the Guarantor only, the laws of Canada or any province thereof, and (B) shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the Trustee, the Company's obligations under the Securities and this Indenture or the Guarantor's obligations under the Guarantees and
this Indenture, as the case may be; 




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


        (3)   immediately
after giving effect to such transaction, the Consolidated Net Tangible Assets of the Company or the Guarantor (or other successor entity), as the case may
be, is equal to or greater than that of the Company or the Guarantor, as the case may be, immediately prior to such transaction; 



        (4)   if,
as a result of any such transaction, property or assets of the Company, the Guarantor or any Subsidiary of the Company or the Guarantor would become subject to a
Lien, then, unless such Lien could be created pursuant to Section 1009 of this Indenture without equally and ratably securing the Securities, the Company or the Guarantor, as the case may be,
prior to or simultaneously with such transaction, shall have caused the Securities to be secured equally and ratably with or prior to the indebtedness secured by such Lien; and 


        (5)   the
Company, the Guarantor or such Person shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation,
amalgamation, merger, conveyance, transfer or lease and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have
been complied with. 




        SECTION
802.    Successor Person Substituted. 


        Upon
any consolidation or amalgamation by the Company or the Guarantor, with or merger by the Company, or the Guarantor, into any other Person or any conveyance, transfer or lease of all
or substantially all of the properties and assets of the Company or the Guarantor to any Person in accordance with Section 801, the successor Person formed by such consolidation or amalgamation
or into which the Company, or the Guarantor, is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the
Company, or the Guarantor, as the case may be, under this Indenture with the same effect as if such successor Person had been named as the Company or the Guarantor, as the case may be, herein, and in
the event of any such conveyance or transfer, the Company (which term shall for this purpose mean the Person named as the "Company" in the first paragraph of this Indenture or any successor Person
which shall theretofore become such in the manner described in Section 801), or the Guarantor (which term shall for this purpose mean the Person named as the "Guarantor" in the first
paragraph of this Indenture or any successor Person which shall theretofore become such in the manner described in Section 801), as the case may be, except in the case of a lease, shall be
discharged of all obligations and covenants under 


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this
Indenture and the Securities and the coupons, and the Guarantees, as the case may be, and may be dissolved and liquidated. 


        SECTION
803.    Securities to Be Secured in Certain Events. 



        If,
upon any consolidation or amalgamation of the Company or the Guarantor, with or merger of the Company or the Guarantor into any other Person, or upon any conveyance, lease or
transfer of all or substantially all of the properties and assets of the Company or the Guarantor to any other Person, any of the property and assets of the Company or the Guarantor, as the case may
be, would thereupon become subject to any Lien, then unless such Lien could be created pursuant to Section 1009 without equally and ratably securing the Securities, the Company or the
Guarantor, as the case may be, prior to or simultaneously with such consolidation, amalgamation, merger, conveyance, lease or transfer, will secure the Securities Outstanding hereunder (together with,
if the Company shall so determine, any other indebtedness of the Company now existing or hereafter created which is not subordinate to the Securities) equally and ratably with (or prior to) the
indebtedness which upon such consolidation, amalgamation, merger, conveyance, lease or transfer is to become secured by such Lien, or will cause such Securities to be so secured;  provided that, for the
purpose of providing such equal and ratable security, the principal amount of Original Issue Discount Securities and Indexed
Securities shall mean that amount which would at the time of making such effective provision be due and payable pursuant to Section 502 and the terms of such Original Issue Discount
Securities and Indexed Securities upon a declaration of acceleration of the Maturity thereof, and the extent of such equal and ratable security shall be adjusted, to the extent permitted by law, as
and when said amount changes over time pursuant to the terms of such Original Issue Discount Securities and Indexed Securities. 


 
 

ARTICLE NINE
  
    SUPPLEMENTAL INDENTURES    
    


        SECTION 901.    Supplemental Indentures Without Consent of Holders. 



        Without
the consent of any Holders, the Company and the Guarantor, each when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may
enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: 



        (1)         to
evidence the succession of another Person to the Company or the Guarantor and the assumption by any such successor of the covenants of the
Company or the Guarantor contained herein and in the Securities or the Guarantees; or 



        (2)         to
add to the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series of Securities and any related
coupons (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are being included solely for the benefit of such series) or to surrender
any 



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right
or power herein conferred upon the Company or the Guarantor, as the case may be; or 




        (3)         to
add any additional Events of Default (and if such Events of Default are to be for the benefit of less than all series of Securities,
stating that such Events of Default are being included solely for the benefit of such series); or 


        (4)         to
add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change
or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit
Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form;  provided that any such
action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material
respect; or 


        (5)         to
change or eliminate any of the provisions of this Indenture; provided that any such change
or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such
provision; or 


        (6)         to
secure the Securities pursuant to the requirements of Section 803 or 1009 or otherwise; or 


        (7)         to
establish the form or terms of Securities of any series as permitted by Sections 201 and 301; or 


        (8)         to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant
to the requirements of Section 610(b); or 


        (9)         to close
this Indenture with respect to the authentication and delivery of additional series of Securities, to cure any ambiguity, to
correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture;  provided such action shall not adversely affect the interests of the Holders of Securities of any series and any related coupons in any material
respect; or 


        (10)     to
supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any
series of Securities pursuant to Sections 401, 1402 and 1403; provided that any such action shall not adversely affect the interests of the
Holders of Securities of such series and any related coupons or any other series of Securities in any material respect. 




        SECTION
902.    Supplemental Indentures with Consent of Holders. 


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        With
the consent of the Holders of not less than a majority in principal amount of all Outstanding Securities of any series affected by such supplemental indenture, by Act of said
Holders delivered to the Company, the Guarantor and the Trustee, the Company and the Guarantor, each when authorized by or pursuant to a Board Resolution, and the Trustee may enter into an indenture
or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture which affect such series of Securities or
of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided,  however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security of such series, 



        (1)   change
the Stated Maturity of the principal of or any installment of interest on any Security of such series, or reduce the principal amount thereof (or premium, if any)
or the rate of interest, if any, thereon, or reduce the amount of the principal of an Original Issue Discount Security of such series that would be due and payable upon a declaration of acceleration
of the Maturity thereof pursuant to Section 502 or the amount thereof provable in bankruptcy pursuant to Section 504, or adversely affect any right of repayment at the
option of any Holder of any Security of such series, or change any Place of Payment where, or the Currency in which, any Security of such series or any premium or interest thereon is payable, or
impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption or repayment at the option of the Holder, on or after
the Redemption Date or Repayment Date, as the case may be), or adversely affect any right to convert or exchange any Security as may be provided pursuant to Section 301 herein, or 



        (2)   reduce
the percentage in principal amount of the Outstanding Securities of such series required for any such supplemental indenture, for any waiver of compliance with
certain provisions of this Indenture which affect such series or certain defaults applicable to such series hereunder and their consequences provided for in this Indenture, or reduce the requirements
of Section 1604 for quorum or voting with respect to Securities of such series, or 


        (3)   modify
or affect in any manner adverse to the Holders of Securities entitled to the benefit of Guarantees, the terms and conditions of the Guarantees, or 



        (4)   modify
any of the provisions of this Section, Section 513 or Section 1012, except to increase any such percentage or to provide that certain other
provisions of this Indenture which affect such series cannot be modified or waived without the consent of the Holder of each Outstanding Security of such series. 




        A
supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular
series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series. Any such supplemental indenture adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture,
or modifying in any manner the rights of the Holders of 


76





 

Securities
of such series, shall not affect the rights under this Indenture of the Holders of Securities of any other series. 



        It
shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall
approve the substance thereof. 


        SECTION
903.    Execution of Supplemental Indentures. 


        In
executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture,
the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by
this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise. 


        SECTION
904.    Effect of Supplemental Indentures. 


        Upon
the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of
this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. 


        SECTION
905.    Conformity with Trust Indenture Act. 


        Every
supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect. 


        SECTION
906.    Reference in Securities to Supplemental Indentures. 


        Securities
of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation
in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company or the Guarantor shall so determine, new Securities of any series and any Guarantees
endorsed thereon so modified as to conform, in the opinion of the Trustee, the Company and the Guarantor, to any such supplemental indenture may be prepared and executed by the Company and the
Guarantor and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series. 


        SECTION
907.    Notice of Supplemental Indentures. 


        Promptly
after the execution by the Company, the Guarantor and the Trustee of any supplemental indenture pursuant to the provisions of Section 902, the Company shall give notice
thereof to the Holders of each Outstanding Security affected, in the manner provided for in Section 106, setting forth in general terms the substance of such supplemental indenture. 


77





 
 
 

ARTICLE TEN
  
    COVENANTS    
    


        SECTION 1001.    Payment of Principal, Premium, if any, and Interest. 



        The
Company covenants and agrees for the benefit of the Holders of each series of Securities and any related coupons that it will duly and punctually pay the principal of (and premium,
if any) and interest, if any, on the Securities of that series in accordance with the terms of the Securities, any coupons appertaining thereto and this Indenture. Unless otherwise specified as
contemplated by Section 301 with respect to any series of Securities, any interest installments due on Bearer Securities on or before Maturity shall be payable only upon presentation and
surrender of the several coupons for such interest installments as are evidenced thereby as they severally mature. 


        SECTION
1002.    Maintenance of Office or Agency. 


        If
the Securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for any series of Securities an office or agency where
Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange, where Securities of that series that
are convertible or exchangeable may be surrendered for conversion or exchange, as applicable and where notices and demands to or upon the Company in respect of the Securities of that series and this
Indenture may be served. 


        If
Securities of a series are issuable as Bearer Securities, the Company will maintain (A) in The City of New York, an office or agency where any Registered Securities of
that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be
surrendered for exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, where notices and demands to or upon the
Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the
circumstances described in the following paragraph (and not otherwise) (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside
the United States and Canada, an office or agency where Securities of that series and related coupons may be presented and surrendered for payment;  provided, however, that, if the Securities of that series are listed on any stock exchange located
outside the United States and Canada and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in any required city located outside
the United States and Canada so long as the Securities of that series are listed on such exchange, and (C) subject to any laws or regulations applicable thereto, in a Place of Payment
for that series located outside the United States and Canada an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities
of that series may be surrendered for exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable and where notices 


78





 

and
demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. 



        The
Company and the Guarantor will give prompt written notice to the Trustee of the location, and any change in the location, of any such office or agency. If at any time the Company or
the Guarantor shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of any series and the related coupons may be presented and surrendered for payment at the offices specified in the
Security, and the Company and the Guarantor each hereby appoints the same as its agents to receive such respective presentations, surrenders, notices and demands. 



        Unless
otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or interest on Bearer Securities shall be made at any office or
agency of the Company or the Guarantor in the United States or Canada or by check mailed to any address in the United States or Canada or by transfer to an account maintained with a bank
located in the United States or Canada; provided, however, that, if the Securities of a series
are payable in Dollars, payment of principal of (and premium, if any) and interest, if any, on any Bearer Security shall be made at the office of the Company's Paying Agent in The City of
New York, if (but only if) payment in Dollars of the full amount of such principal, premium or interest, as the case may be, at all offices or agencies outside the United States
maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. 


        The
Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such
purposes and may from time to time rescind any such designation; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for
such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise
specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby initially appoints the Trustee at its Corporate Trust Office
as Paying Agent and as its agent to receive all such presentations, surrenders, notices and demands and hereby designates as a Place of Payment for each series of Securities such Corporate Trust
Office. 


        Unless
otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other
than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to
each such series of Securities, or as so required, at least one Exchange Rate Agent. 


        SECTION
1003.    Money for Securities Payments to Be Held in Trust. 


        If
the Company or the Guarantor shall at any time act as its own Paying Agent with respect to any series of Securities and any related coupons, it will, on or before each due 


79





 

date
of the principal of (or premium, if any) or interest, if any, on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum in the
Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable, as
provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay the principal of (or premium, if any) or interest, if any, on
Securities of such series so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to
act. 


        Whenever
the Company shall have one or more Paying Agents for any series of Securities and any related coupons, it will, prior to or on each due date of the principal of (or premium, if
any) or interest, if any, on any Securities of that series, deposit with a Paying Agent a sum (in the Currency described in the preceding paragraph) sufficient to pay the principal (or premium, if
any) or interest, if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee)
the Company will promptly notify the Trustee of its action or failure so to act. 



        The
Company will cause each Paying Agent (other than the Trustee) for any series of Securities to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this Section, that such Paying Agent will: 



        (1)   hold
all sums held by it for the payment of the principal of (and premium, if any) and interest, if any, on Securities of such series in trust for the benefit of the
Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; 



        (2)   give
the Trustee notice of any default by the Company (or any other obligor upon the Securities of such series) in the making of any payment of principal of (or premium,
if any) or interest, if any, on the Securities of such series; and 


        (3)   at
any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying
Agent. 




        The
Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to
pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such sums. 


        Except
as provided in the Securities of any series, any money deposited with the Trustee or any Paying Agent, or then held by the Company or the Guarantor, in trust for the payment of
the principal of (or premium, if any) or interest, if any, on any Security of any series, or any coupon appertaining thereto, and remaining unclaimed for two years (or such shorter period as may be
specified in the applicable abandoned property statutes) after such principal, 


80





 

premium
or interest has become due and payable shall be paid to the Company or the Guarantor, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security or
coupon shall thereafter, as an unsecured general creditor, look only to the Company or the Guarantor, as the case may be, for payment thereof, and all liability of the Trustee or such Paying Agent
with respect to such trust money, and all liability of the Company or the Guarantor, as the case may be, as trustee thereof, shall thereupon cease;  provided, however, that the Trustee or such Paying Agent, before being required to make any such
repayment, shall at the written direction and at the expense of the Company cause to be published once, in an Authorized Newspaper, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company or the Guarantor, as
the case may be. 


        SECTION
1004.    Statement as to Compliance and Notice of Default. 



        Each
of the Company and the Guarantor will deliver to the Trustee, within 120 days after the end of each fiscal year, a brief certificate from the principal executive officer,
principal financial officer or principal accounting officer as to his or her knowledge of the Company's or the Guarantor's compliance with all conditions and covenants under this Indenture. For
purposes of this Section 1004, such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. Upon becoming aware of any Default or
Event of Default, the Company or the Guarantor, as the case may be, shall notify the Trustee forthwith setting forth the details of such Event of Default or Default and the action which the Company or
the Guarantor, as the case may be, proposes to take with respect thereto. 


        SECTION
1005.    Additional Amounts. 


        All
payments made by or on behalf of the Company or the Guarantor on or with respect to the Securities shall be made without withholding or deduction for any Taxes imposed by any
Canadian Taxing Authority, unless required by law or the interpretation or administration thereof by the relevant Canadian Taxing Authority. If the Company or any Guarantor (or any other payor) is
required to withhold or deduct any amount on account of Taxes from any payment made under or with respect to any Securities that are outstanding on the date of the required payment, it shall: 



        (1)   make
or cause to be made such withholding or deduction; 


        (2)   remit
or cause to be remitted the full amount deducted or withheld to the relevant Canadian Taxing Authority in accordance with applicable law; 


        (3)   pay
the additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each holder (including Additional Amounts) after such
withholding or deduction on account of Taxes will not be less than the amount the holder would have received if such withholding or deduction had not been required; 



81





 

        (4)   furnish
to the Holders, within 30 days after the date the payment of any Taxes is due, certified copies of tax receipts evidencing such payment by the Company or
the Guarantor; 


        (5)   indemnify
and hold harmless each Holder (other than an Excluded Holder, as defined in paragraph (b) below) for the amount of (a) any Taxes paid by each
such Holder as a result of payments made on or with respect to the Securities, (b) any liability (including penalties, interest and expenses) arising from or with respect to such payments and
(c) any Taxes imposed with respect to any reimbursement under the foregoing clauses (a) or (b), but excluding any such Taxes that are in the nature of taxes on net income, taxes
on capital, franchise taxes, net worth taxes and similar taxes; and 


        (6)   at
least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or the Guarantor becomes
obligated to pay Additional Amounts with respect to such payment, deliver to the Trustee an Officers' Certificate stating the amounts so payable and such other information necessary to enable the
Trustee to pay such Additional Amounts to Holders on the payment date. 




Notwithstanding
the provisions of paragraph (a) above, no Additional Amounts shall be payable to a Holder in respect of beneficial ownership of a Security (an "Excluded Holder"): 



        (1)   with
which the Company or the Guarantor does not deal at arm's-length, within the meaning of the Income Tax Act
(Canada), at the time of making such payment; 


        (2)   which
is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof, including by virtue of carrying on a business in
Canada, otherwise than by the mere acquisition, holding or disposition of Securities or the receipt of payments thereunder; or 


        (3)   if
such Holder waives its right to receive Additional Amounts. 




        Any
reference, in any context in this Indenture, to the payment of principal, premium, if any, redemption price and interest, special interest or any other amount payable under or with
respect to any Security, shall be deemed to include the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable. 



        The
obligations described under this Section 1005 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis
mutandis to any jurisdiction in which any successor Person to the Company or the Guarantor, as applicable, is organized or any political subdivision or taxing authority or
agency thereof or therein. 


        SECTION
1006.    Payment of Taxes and Other Claims. 



        Each
of the Company and the Guarantor will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all material taxes, assessments and 


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governmental
charges levied or imposed upon the Company or the Guarantor, as the case may be, or upon the income, profits or property of the Company or the Guarantor, as the case may be, and
(2) all material lawful claims for labor, materials and supplies which, if unpaid, might by law become a Lien upon any property of the Company or the Guarantor;  provided, however, that the Company or the Guarantor shall not be required to pay or discharge or cause
to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings. 


        SECTION
1007.    Maintenance of Properties. 


        Each
of the Company and the Guarantor will cause all its properties to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and
will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company or the Guarantor, as the case may be, may be necessary
so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided,  however, that nothing in this
Section shall prevent or restrict the sale, abandonment or other disposition of any of such properties if such action is,
in the judgment of the Company or the Guarantor, as the case may be, desirable in the conduct of the business of the Company or the Guarantor, as the case may be, and not disadvantageous in any
material respect to the Holders. 


        SECTION
1008.    Corporate Existence. 


        Subject
to Article Eight, each of the Company and the Guarantor will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and
the rights (charter and statutory) and franchises of the Company or the Guarantor, as the case may be; provided,  however, that the Company or the Guarantor,
 as the case may be, shall not be required to preserve any such right or franchise if the Company or the
Guarantor, as the case may be, shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company or the Guarantor and its Subsidiaries as a whole, as
the case may be. 


        SECTION
1009.    Limitation on Liens. 


        So
long as any Securities are Outstanding, the Guarantor will not, and will not permit any Subsidiary of the Guarantor to, create, incur or assume any Lien securing any indebtedness for
borrowed money or interest thereon (or any liability of the Guarantor or such Subsidiary under any guarantee or endorsement or other instrument under which the Guarantor or such subsidiary is
contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also at the same time or prior thereto securing, or causing such
Subsidiary to secure, indebtedness under the Indenture so that Securities are secured equally and ratably with such other indebtedness or liability, except that the Guarantor and its Subsidiaries may
incur a Lien to secure indebtedness for borrowed money or enter into a Sale and Leaseback Transaction without securing the Securities if the sum of (i) the amount of indebtedness for borrowed
money secured by Liens created, incurred or assumed after the date hereof and otherwise prohibited by this Indenture and (ii) the Attributable Value of 


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all
Sale and Leaseback Transactions entered into after the date hereof and otherwise prohibited by this Indenture does not exceed 10% of Consolidated Net Tangible Assets of the Guarantor. 


        SECTION
1010.    Limitation on Sale and Leaseback Transactions. 


        So
long as any Securities are outstanding, the Guarantor may not, and may not permit any Subsidiary of the Guarantor to, enter into any Sale and Leaseback Transaction unless
(i) the Guarantor or such Subsidiary would be entitled to enter into such Sale and Leaseback Transaction pursuant to Section 1009 without securing the Securities or (ii) the
Guarantor or such Subsidiary shall apply, within 360 days of the effective date of any such arrangement, an amount equal to the Attributable Value in respect of the leases relating to such Sale
and Leaseback Transactions to the prepayment or retirement of indebtedness which matures more than 12 months after the date of the creation of the indebtedness. 


        SECTION
1011.    Incurrence of Debt. 


        For
so long as any Securities are Outstanding, the Company shall only incur debt (i) that is expressly subordinated in right of payment to the Securities, (ii) that is
fully and unconditionally guaranteed on a senior unsubordinated basis by Quebecor World (USA) Inc. or (iii) if concurrently with the incurrence of such debt Quebecor World
(USA) Inc. issues to the Company a debt security containing terms substantially identical to the terms (including, without limitation, terms relating to the payment of principal, premium (if
any) and interest and Events of Default) of the debt securities issued and sold by the Company. The Company shall not assign, transfer, negotiate, pledge or otherwise hypothecate such debt security or
any of the Company's rights thereunder to any Person other than the Trustee for the benefit of the Holders. 


        SECTION
1012.    Waiver of Certain Covenants. 


        The
Company and the Guarantor may, with respect to any series of Securities, omit in any particular instance to comply with any term, provision or condition which affects such series set
forth in Section 803 or Sections 1006 to 1011, inclusive, or, as specified pursuant to Section 301(15) for Securities of such series, in any covenants added to
Article Ten pursuant to Section 301(14) or Section 301(15) in connection with Securities of such series, if before the time for such compliance the Holders of at least a majority in
principal amount of all Outstanding Securities of any series, by Act of such Holders, waive such compliance in such instance with such term, provision or condition, but no such waiver shall extend to
or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the Guarantor and the duties of
the Trustee to Holders of Securities of such series in respect of any such term, provision or condition shall remain in full force and effect. 


        SECTION
1013.    Calculation of Original Issue Discount. 


        If
any Securities are Original Issue Discount Securities, then the Company shall file with the Trustee promptly at the end of each calendar year (i) a written notice specifying
the amount of original issue discount (including daily rates and accrual periods) accrued on Outstanding Securities as of the end of such year and (ii) such other specified information 


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relating
to such original issue discount as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time. 


 
 

ARTICLE ELEVEN
  
    REDEMPTION OF SECURITIES    
    


        SECTION 1101.    Applicability of Article. 


        Securities
of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with the terms of such Securities and (except as otherwise specified as
contemplated by Section 301 for Securities of any series) in accordance with this Article. 


        SECTION
1102.    Election to Redeem; Notice to Trustee. 



        The
election of the Company to redeem any Securities shall be evidenced by or pursuant to a Board Resolution. In case of any redemption at the election of the Company, the Company shall,
at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the
principal amount of Securities of such series to be redeemed and shall deliver to the Trustee such documentation and records as shall enable the Trustee to select the Securities to be redeemed
pursuant to Section 1103. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with such restriction. 


        SECTION
1103.    Selection by Trustee of Securities to Be Redeemed. 


        If
less than all the Securities of any series are to be redeemed, the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by
the Trustee, from the Outstanding Securities of such series not previously called for redemption, by lot in such manner as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions of the principal of Securities of such series; provided, however,
that no such partial redemption shall reduce the portion of the principal amount of a Security not redeemed to less than the minimum authorized denomination for Securities of such series established
pursuant to Section 301. 


        The
Trustee shall promptly notify the Company and the Guarantor in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption,
the principal amount thereof to be redeemed. 


        For
all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Security redeemed or
to be redeemed only in part, to the portion of the principal amount of such Security which has been or is to be redeemed. 


        SECTION
1104.    Notice of Redemption. 


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        Except as otherwise specified as contemplated by Section 301, notice of redemption shall be given in the manner provided for in Section 106 not less than 30 nor more than
60 days prior to the Redemption Date, to each Holder of Securities to be redeemed. Failure to give notice in the manner provided in Section 106 to the Holder of any Securities
designated for redemption as a whole or in part, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings for the redemption of any other Securities or portion
thereof. 


        All
notices of redemption shall state: 



        (1)         the
Redemption Date, 


        (2)         the
Redemption Price and the amount of accrued interest to the Redemption Date payable as provided in Section 1106, if any, 



        (3)         if
less than all the Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption, the
principal amounts) of the particular Securities to be redeemed, 


        (4)         in
case any Security is to be redeemed in part only, the notice which relates to such Security shall state that on and after the Redemption
Date, upon surrender of such Security, the holder will receive, without charge, a new Security or Securities of authorized denominations for the principal amount thereof remaining unredeemed, 



        (5)         that
on the Redemption Date, the Redemption Price and accrued interest, if any, to the Redemption Date payable as provided in
Section 1106 will become due and payable upon each such Security, or the portion thereof, to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date, 


        (6)         the
Place or Places of Payment where such Securities, together in the case of Bearer Securities with all coupons appertaining thereto, if
any, maturing after the Redemption Date, are to be surrendered for payment of the Redemption Price and accrued interest, if any, 


        (7)         that
the redemption is for a sinking fund, if such is the case, 


        (8)         that,
unless otherwise specified in such notice, Bearer Securities of any series, if any, surrendered for redemption must be accompanied by
all coupons maturing subsequent to the Redemption Date or the amount of any such missing coupon or coupons will be deducted from the Redemption Price unless security or indemnity satisfactory to the
Company, the Trustee and any Paying Agent is furnished, 


        (9)         if
Bearer Securities of any series are to be redeemed and any Registered Securities of such series are not to be redeemed, and if such Bearer
Securities may be exchanged for Registered Securities not subject to redemption 



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on
such Redemption Date pursuant to Section 305 or otherwise, the last date, as determined by the Company, on which such exchanges may be made, and 


        (10)     the
CUSIP number or numbers. 




        Notice
of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company's request, by the Trustee in the name and at the expense
of the Company. 


        SECTION
1105.    Deposit of Redemption Price. 


        Prior
to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay the Redemption Price of, and accrued interest, if any, on, all the
Securities which are to be redeemed on that date. 


        SECTION
1106.    Securities Payable on Redemption Date. 



        Notice
of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified in
the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable, as
provided in Sections 312(b), 312(d) and 312(e)) (together with accrued interest, if any, to the Redemption Date), and from and after such date (unless the Company shall default in the payment
of the Redemption Price and accrued interest, if any) such Securities shall, if the same were interest-bearing, cease to bear interest and the coupons for such interest appertaining to any Bearer
Securities so to be redeemed, except to the extent provided below, shall be void. Upon surrender of any such Security for redemption in accordance with said notice, together with all coupons, if any,
appertaining thereto maturing after the Redemption Date, such Security shall be paid by the Company at the Redemption Price, together with accrued interest, if any, to the Redemption Date;  provided,
however, that installments of interest on Bearer Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable only at an office or agency located outside the United States and Canada (except as otherwise provided in Section 1002) and, unless
otherwise specified as contemplated by Section 301, only upon presentation and surrender of coupons for such interest; and provided further that
installments of interest on Registered Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307. 


        If
any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant coupons maturing after the Redemption Date, such Security may be paid after deducting from
the Redemption Price an amount equal to the face amount of all such missing coupons, or the surrender of such missing coupon or coupons may be waived by the Company 


87





 

and
the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall
surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have been made from the Redemption Price, such Holder shall be entitled to receive the amount
so deducted; provided, however, that interest represented by coupons shall be payable only at an office
or agency located outside the United States (except as otherwise provided in Section 1002) and, unless otherwise specified as contemplated by Section 301, only upon presentation
and surrender of those coupons. 


        If
any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption
Date at the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) set forth in such Security. 


        SECTION
1107.    Securities Redeemed in Part. 


        Any
Security which is to be redeemed only in part (pursuant to the provisions of this Article or of Article Twelve) shall be surrendered at a Place of Payment therefor (with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder's
attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities
of the same series, each having endorsed thereon the Guarantee executed by the Guarantor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Security so surrendered. 


        SECTION
1108.    Tax Redemption. 


        Unless
otherwise specified pursuant to Section 301, if the Company or the Guarantor becomes obligated to pay any Additional Amounts because of a change in the laws or regulations
of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on
or after the date of issuance of the Securities of the series being redeemed, the Company may, at any time, redeem all, but not part, of the Securities of that series at a price equal to 100% of the
principal amount thereof, plus accrued and unpaid interest and special interest, if any, to the redemption date. Any such redemption shall be done in accordance with the provisions of this Article,
unless otherwise specified pursuant to Section 301. 


        Prior
to any redemption of the Notes pursuant to the preceding paragraph, the Company shall deliver to the Trustee an Officer's Certificate stating that the Company is entitled to
effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of redemption have occurred. The Company will be bound to redeem the Notes on the date
fixed for redemption. 


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ARTICLE TWELVE
  
    SINKING FUNDS    
    


        SECTION 1201.    Applicability of Article. 


        Retirements
of Securities of any series pursuant to any sinking fund shall be made in accordance with the terms of such Securities and (except as otherwise specified as contemplated by
Section 301 for Securities of any series) in accordance with this Article. 



        The
minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a "mandatory sinking fund payment", and any payment in
excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an "optional sinking fund payment". If provided for by the terms of Securities of any
series, the cash amount of any mandatory sinking fund payment may be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption of Securities
of any series as provided for by the terms of Securities of such series. 


        SECTION
1202.    Satisfaction of Sinking Fund Payments with Securities. 



        Subject
to Section 1203, in lieu of making all or any part of any mandatory sinking fund payment with respect to any Securities of a series in cash, the Company may at its option
(1) deliver to the Trustee Outstanding Securities of a series (other than any previously called for redemption) theretofore purchased or otherwise acquired by the Company together in the case
of any Bearer Securities of such series with all unmatured coupons appertaining thereto, and/or (2) receive credit for the principal amount of Securities of such series which have been
previously delivered to the Trustee by the Company for Securities of such series which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any mandatory sinking fund payment with respect to
the Securities of the same series required to be made pursuant to the terms of such Securities as provided for by the terms of such series; provided,  however, that such Securities have not been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee at
the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such mandatory sinking fund payment shall be reduced accordingly. 


        SECTION
1203.    Redemption of Securities for Sinking Fund. 



        Not
less than 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers' Certificate specifying the amount
of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash in the Currency in which the
Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided in
Sections 312(b), 312(d) and 312(e)) and the portion thereof, if any, which is to be satisfied by 


89





 

delivering
or crediting Securities of that series pursuant to Section 1202 (which Securities will, if not previously delivered, accompany such certificate) and whether the Company intends to
exercise its right to make a permitted optional sinking fund payment with respect to such series. Such certificate shall be irrevocable and upon its delivery the Company shall be obligated to make the
cash payment or payments therein referred to, if any, on or before the next succeeding sinking fund payment date. In the case of the failure of the Company to deliver such certificate, the sinking
fund payment due on the next succeeding sinking fund payment date for that series shall be paid entirely in cash and shall be sufficient to redeem the principal amount of such Securities subject to a
mandatory sinking fund payment without the option to deliver or credit Securities as provided in Section 1202 and without the right to make any optional sinking fund payment, if any,
with respect to such series. 


        Not
more than 60 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified
in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having
been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. 


        Prior
to any sinking fund payment date, the Company shall pay to the Trustee or a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) in cash a sum equal to any interest that will accrue to the date fixed for redemption of Securities or portions thereof to be redeemed on such sinking fund payment
date pursuant to this Section 1203. 


        Notwithstanding
the foregoing, with respect to a sinking fund for any series of Securities, if at any time the amount of cash to be paid into such sinking fund on the next succeeding
sinking fund payment date, together with any unused balance of any preceding sinking fund payment or payments for such series, does not exceed in the aggregate $100,000, the Trustee, unless requested
by the Company, shall not give the next succeeding notice of the redemption of Securities of such series through the operation of the sinking fund. Any such unused balance of moneys deposited in such
sinking fund shall be added to the sinking fund payment for such series to be made in cash on the next succeeding sinking fund payment date or, at the request of the Company, shall be applied at any
time or from time to time to the purchase of Securities of such series, by public or private purchase, in the open market or otherwise, at a purchase price for such Securities (excluding accrued
interest and brokerage commissions, for which the Trustee or any Paying Agent will be reimbursed by the Company) not in excess of the principal amount thereof. 


 
 

ARTICLE THIRTEEN
  
    REPAYMENT AT OPTION OF HOLDERS    
    


        SECTION 1301.    Applicability of Article. 


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        Repayment
of Securities of any series before their Stated Maturity at the option of Holders thereof shall be made in accordance with the terms of such Securities and (except as otherwise
specified as contemplated by Section 301 for Securities of any series) in accordance with this Article. 


        SECTION
1302.    Repayment of Securities. 


        Securities
of any series subject to repayment in whole or in part at the option of the Holders thereof will, unless otherwise provided in the terms of such Securities, be repaid at a
price equal to the principal amount thereof, together with interest, if any, thereon accrued to the Repayment Date specified in or pursuant to the terms of such Securities. The Company covenants that
on or before the Repayment Date it will deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in
Section 1003) an amount of money in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of
such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay the principal (or, if so provided by the terms of the Securities of any series, a
percentage of the principal) of and (except if the Repayment Date shall be an Interest Payment Date) accrued interest, if any, on, all the Securities or portions thereof, as the case may be, to be
repaid on such date. 


        SECTION
1303.    Exercise of Option. 


        Securities
of any series subject to repayment at the option of the Holders thereof will contain an "Option to Elect Repayment" form on the reverse of such Securities. To be repaid at the
option of the Holder, any Security so providing for such repayment, with the "Option to Elect Repayment" form on the reverse of such Security duly completed by the Holder (or by the Holder's attorney
duly authorized in writing), must be received by the Company at the Place of Payment therefor specified in the terms of such Security (or at such other place or places or which the Company shall from
time to time notify the Holders of such Securities) not earlier than 45 days nor later than 30 days prior to the Repayment Date. If less than the entire principal amount of such Security
is to be repaid in accordance with the terms of such Security, the principal amount of such Security to be repaid, in increments of the minimum denomination for Securities of such series, and the
denomination or denominations of the Security or Securities to be issued to the Holder for the portion of the principal amount of such Security surrendered that is not to be repaid, must be specified.
The principal amount of any Security providing for repayment at the option of the Holder thereof may not be repaid in part if, following such repayment, the unpaid principal amount of such Security
would be less than the minimum authorized denomination of Securities of the series of which such Security to be repaid is a part. Except as otherwise may be provided by the terms of any Security
providing for repayment at the option of the Holder thereof, exercise of the repayment option by the Holder shall be irrevocable unless waived by the Company. 


        SECTION
1304.    When Securities Presented for Repayment Become Due and Payable. 


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        If
Securities of any series providing for repayment at the option of the Holders thereof shall have been surrendered as provided in this Article and as provided by or pursuant to the
terms of such Securities, such Securities or the portions thereof, as the case may be, to be repaid shall become due and payable and shall be paid by the Company on the Repayment Date therein
specified, and on and after such Repayment Date (unless the Company shall default in the payment of such Securities on such Repayment Date) such Securities shall, if the same were interest-bearing,
cease to bear interest and the coupons for such interest appertaining to any Bearer Securities so to be repaid, except to the extent provided below, shall be void. Upon surrender of any such Security
for repayment in accordance with such provisions, together with all coupons, if any, appertaining thereto maturing after the Repayment Date, the principal amount of such Security so to be repaid shall
be paid by the Company, together with accrued interest, if any, to the Repayment Date; provided,  however, that coupons whose Stated Maturity is on or prior
to the Repayment Date shall be payable only at an office or agency located outside the
United States and Canada (except as otherwise provided in Section 1002) and, unless otherwise specified pursuant to Section 301, only upon presentation and surrender of such
coupons; and provided further that, in the case of Registered Securities, installments of interest, if any, whose Stated Maturity is on or prior to the
Repayment Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their
terms and the provisions of Section 307. 


        If
any Bearer Security surrendered for repayment shall not be accompanied by all appurtenant coupons maturing after the Repayment Date, such Security may be paid after deducting from the
amount payable therefor as provided in Section 1302 an amount equal to the face amount of all such missing coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall
surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have been made as provided in the preceding sentence, such Holder shall be entitled to
receive the amount so deducted; provided, however, that interest represented by coupons shall be payable
only at an office or agency located outside the United States and Canada (except as otherwise provided in Section 1002) and, unless otherwise specified as contemplated by
Section 301, only upon presentation and surrender of those coupons. 


        If
the principal amount of any Security surrendered for repayment shall not be so repaid upon surrender thereof, such principal amount (together with interest, if any, thereon accrued to
such Repayment Date) shall, until paid, bear interest from the Repayment Date at the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) set forth in such
Security. 


        SECTION
1305.    Securities Repaid in Part. 


        Upon
surrender of any Registered Security which is to be repaid in part only, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security,
without service charge and at the expense of the Company, a new Registered Security or Securities of the same series, of any authorized denomination specified by the Holder, in an 


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aggregate
principal amount equal to and in exchange for the portion of the principal of such Security so surrendered which is not to be repaid. 


 
 

ARTICLE FOURTEEN
  
    DEFEASANCE AND COVENANT DEFEASANCE    
    


        SECTION 1401.    Option to Effect Defeasance or Covenant Defeasance. 



        Except
as otherwise specified as contemplated by Section 301 for Securities of any series, the provisions of this Article Fourteen shall apply to each series of Securities,
and the Company or the Guarantor may, at its option, effect defeasance of the Securities of or within a series under Section 1402, or covenant defeasance of or within a series under
Section 1403 in accordance with the terms of such Securities and in accordance with this Article. 


        SECTION
1402.    Defeasance and Discharge. 


        Upon
the exercise by the Company or the Guarantor of the above option applicable to this Section with respect to any Securities of or within a series, the Company and the Guarantor shall
be deemed to have been discharged from its obligations with respect to such Outstanding Securities and any related coupons on the date the conditions set forth in Section 1404 are satisfied
(hereinafter, "defeasance"). For this purpose, such defeasance means that the Company and the Guarantor shall be deemed to have paid and discharged the entire indebtedness represented by such
Outstanding Securities and any related coupons and the Guarantees, respectively, which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 1405 and the other
Sections of this Indenture referred to in (A) and (B) below, and to have satisfied all their other obligations under such Securities and any related coupons and the Guarantees,
respectively, and this Indenture insofar as such Securities and any related coupons and Guarantees are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities and any
related coupons to receive, solely from the trust fund described in Section 1404 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if
any) and interest, if any, on such Securities and any related coupons when such payments are due, (B) the Company's obligations with respect to such Securities under Sections 304, 305,
306, 1002 and 1003, (C) the Guarantor's obligations with respect to such Guarantees under Section 1005, (D) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and (E) this Article Fourteen. Subject to compliance with this Article Fourteen, the Company or the Guarantor may exercise its option under this Section 1402 notwithstanding
the prior exercise of the option under Section 1403 with respect to such Securities and any related coupons and Guarantees. 


        SECTION
1403.    Covenant Defeasance. 


        Upon
the exercise by the Company or the Guarantor of the above option applicable to this Section with respect to any Securities of or within a series, the Company and 


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the
Guarantor shall be released from their obligations under Section 803 and Sections 1006 through 1011, and, if specified pursuant to Section 301, their obligations under
any other covenant, with respect to such Outstanding Securities and any related coupons and Guarantees, respectively, on and after the date the conditions set forth in Section 1404 are
satisfied (hereinafter, "covenant defeasance"), and such Securities and any related coupons and Guarantees shall thereafter be deemed not to be "Outstanding" for the purposes of any direction, waiver,
consent or declaration or Act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed "Outstanding" for all other purposes hereunder. For
this purpose, such covenant defeasance means that, with respect to such Outstanding Securities and any related coupons and Guarantees, the Company and the Guarantor may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by
reason of reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under
Section 501(4) or Section 501(9) or otherwise, as the case may be, but, except as specified above, the remainder of this Indenture and such Securities and any related coupons and
Guarantees shall be unaffected thereby. 


        SECTION
1404.    Conditions to Defeasance or Covenant Defeasance. 


        The
following shall be the conditions to application of either Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any related
coupons: 



        (1)         Either
the Company or the Guarantor has deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements
of Section 608 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically
pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related coupons, (A) an amount (in such Currency in which such Securities and any related
coupons are then specified as payable at Stated Maturity), or (B) Government Obligations applicable to such Securities (determined on the basis of the Currency in which such Securities are then
specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the
due date of any payment of principal of and premium, if any, and interest, if any, under such Securities and any related coupons, money in an amount, or (C) a combination thereof, sufficient,
in the opinion of a nationally recognized firm of independent chartered accountants or certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and
discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such Outstanding
Securities and any related coupons on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of interest, if any, and (ii) any mandatory
sinking fund payments or analogous payments applicable to such Outstanding Securities and any related coupons on the day on which such payments are due and payable in accordance with the terms of this
Indenture and of such Securities and any related coupons; provided that the Trustee shall have been irrevocably instructed to apply such money or the
proceeds of such Government 



94





 

Obligations
to said payments with respect to such Securities and any related coupons. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102 hereof, a
notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven hereof, which
notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. 


        (2)         In
the case of an election under Section 1402, the Company or the Guarantor, as the case may be, shall have delivered to the Trustee
an Opinion of Counsel in the United States stating that (x) the Company or the Guarantor, as the case may be, has received from, or there has been published by, the Internal Revenue
Service a ruling, or (y) since the date of execution of this Indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and
based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any related coupons will not recognize gain or loss for U.S. federal income tax purposes as a
result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not
occurred. 


        (3)         In
the case of an election under Section 1403, the Company or the Guarantor, as the case may be, shall have delivered to the Trustee
an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Securities and any related coupons will not recognize gain or loss for U.S. federal income
tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if
such covenant defeasance had not occurred. 


        (4)         Either
the Company or the Guarantor, as the case may be, has delivered to the Trustee an Opinion of Counsel in Canada or a ruling from Canada
Customs and Revenue Agency to the effect that the Holders of the Outstanding Securities and any related coupons will not recognize income, gain or loss for Canadian federal, provincial or territorial
income tax or other tax purposes as a result of such defeasance as covenant defeasance and will be subject to Canadian federal or provincial income tax and other tax on the same amounts, in the same
manner and at the same times as would have been the case had such Defeasance not occurred (and for the purposes of such opinion, such Canadian counsel shall assume that Holders of the Securities
include Holders who are not resident in Canada). 


        (5)         Neither
the Company nor the Guarantor is an "insolvent person" within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date
of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of
such period). 


        (6)         No
Event of Default or event that, with the passing of time or the giving of notice, or both, shall constitute an Event of Default with
respect to such Securities or any related coupons shall have occurred and be continuing on the date of such deposit or, 



95





 

insofar
as paragraphs (7), (8) and (9) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that
this condition shall not be deemed satisfied until the expiration of such period). 


        (7)         Either
the Company or the Guarantor, as the case may be, has delivered to the Trustee an Opinion of Counsel to the effect that such deposit
shall not cause the Trustee or the trust so created to be subject to the Investment Company Act of 1940, as amended. 


        (8)         Such
defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any
other material agreement or instrument to which the Company or the Guarantor is a party or by which it is bound. 


        (9)         Notwithstanding
any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any
additional or substitute terms, conditions or limitations in connection therewith pursuant to Section 301. 


        (10)     Either
the Company or the Guarantor, as the case may be, shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each
stating that all conditions precedent provided for relating to either the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have
been complied with. 




        SECTION
1405.    Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. 


        Subject
to the provisions of the last paragraph of Section 1003, all money and Government Obligations (or other property as may be provided pursuant to Section 301)
(including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1405, the "Trustee") pursuant to Section 1404 in
respect of such Outstanding Securities and any related coupons shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and any related coupons and this
Indenture, to the payment, either directly or through any Paying Agent (including the Company or the Guarantor acting as its own Paying Agent) as the Trustee may determine, to the Holders of such
Securities and any related coupons of all sums due and to become due thereon in respect of principal (and premium, if any) and interest, if any, but such money need not be segregated from other funds
except to the extent required by law. 


        Unless
otherwise specified with respect to any Security pursuant to Section 301, if, after a deposit referred to in Section 1404(1) has been made, (a) the Holder of
a Security in respect of which such deposit was made is entitled to, and does, elect pursuant to Section 312(b) or the terms of such Security to receive payment in a Currency other than
that in which the deposit pursuant to Section 1404(1) has been made in respect of such Security, or (b) a Conversion Event occurs as contemplated in Section 312(d)
or 312(e) or by the terms of any Security in respect of which the deposit pursuant to Section 1404(1) has been made, the indebtedness represented by such Security and any related coupons
shall be deemed to have been, and will be, fully discharged and satisfied through the payment of the principal of (and 


96





 

premium,
if any) and interest, if any, on such Security as they become due out of the proceeds yielded by converting (from time to time as specified below in the case of any such election) the amount
or other property deposited in respect of such Security into the Currency in which such Security becomes payable as a result of such election or Conversion Event based on the applicable Market
Exchange Rate for such Currency in effect on the third Business Day prior to each payment date, except, with respect to a Conversion Event, for such Currency in effect (as nearly as feasible) at the
time of the Conversion Event. 


        The
Company and the Guarantor, as the case may be, shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Government Obligations
deposited pursuant to Section 1404 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders
of such Outstanding Securities and any related coupons. 


        Anything
in this Article Fourteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company or the Guarantor, as the case may be, from time to time upon request of
the Company or the Guarantor any money or Government Obligations (or other property and any proceeds therefrom) held by it as provided in Section 1404 which, in the opinion of a nationally
recognized firm of independent chartered accountants or certified public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which
would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, as applicable, in accordance with this Article. 


        SECTION
1406.    Reinstatement. 


        If
the Trustee or any Paying Agent is unable to apply any money in accordance with Section 1405 by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the obligations of the Company and the Guarantor under this Indenture and such Securities and any related coupons shall be
revived and reinstated as though no deposit had occurred pursuant to Section 1402 or 1403, as the case may be, until such time as the Trustee or Paying Agent is permitted to apply all
such money in accordance with Section 1405; provided, however, that if the Company makes any
payment of principal of (or premium, if any) or interest, if any, on any such Security or any related coupon following the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such Securities and any related coupons to receive such payment from the money held by the Trustee or Paying Agent. 


 
 

ARTICLE FIFTEEN
  
    GUARANTEE OF SECURITIES    
    


        SECTION 1501.    Guarantee. 


        The
Guarantor hereby fully, unconditionally and irrevocably guarantees to each Holder of a Security of each series authenticated and delivered by the Trustee and with the Trustee, for
itself and on behalf of each such Holder, the due and punctual payment of the 


97





 

principal
of, premium, if any, interest and sinking fund or analogous payments referred to therein, if any, when and as the same shall become due and payable, whether on the Stated Maturity Date, by
declaration of acceleration, call for redemption or otherwise, according to the terms thereof and of the Indenture referred to therein and of all amounts owing to the Trustee when and as of the same
shall become due and payable pursuant to the terms of such Indenture. In case of the failure of the Company, punctually to make any such payment of principal, premium, if any, or interest or any such
sinking fund or analogous payment, or payment to the Trustee, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether,
with respect to the Securities, on the Stated Maturity Date or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company. 


        The
Guarantor shall pay to the Holders such Additional Amounts as may become payable under Section 1005 of the Indenture. 


        The
Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute, unconditional and irrevocable,
irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security or such Indenture, any failure to enforce the provisions of such Security or such
Indenture, or any waiver, modification or indulgence granted to the Company with respect thereto, by the Holder of such Security or the Trustee or any other circumstance which may otherwise constitute
a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the
foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or increase
any premium payable upon redemption thereof, or alter the Stated Maturity Date thereof, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a
declaration of acceleration or the maturity thereof pursuant to Article Five of such Indenture. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in
the event of merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Security or the indebtedness evidenced thereby or
with respect to any sinking fund or analogous payment required under such Security and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the
principal of, premium, if any, and interest on Security. 


        The
Guarantor shall be subrogated to all rights of the Holder of such Security and the Trustee against the Company in respect of any amounts paid to such Holder by the Guarantor pursuant
to the provisions of this Guarantee; provided, however, that the Guarantor shall not be entitled to
enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, and interest on all Securities of the same series issued under such
Indenture shall have been paid in full. 


        SECTION
1502.    Execution and Delivery of Guarantees. 


        The
Guarantees to be endorsed on the Securities of each series shall include the terms of the guarantees set forth in Section 1501 and any other terms that may be set forth
in the form established pursuant to Section 204 with respect to such series. The Guarantor hereby 


98





 

agrees
to execute the Guarantees, in a form established pursuant to Section 204, to be endorsed on each Security authenticated and delivered by a Trustee. 


        The
Guarantees shall be executed on behalf of the Guarantor by its Chairman, its President or a Vice President, together with any one of the Secretary or Assistant Secretary and the
Treasurer or Assistant Treasurer of the Guarantor, together with any one of the Secretary or Assistant Secretary and the Treasurer or Assistant Treasurer of the Guarantor. The signature of any of
these officers on the Guarantees may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Guarantees. 


        Guarantees
bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Guarantor shall bind the Guarantor, notwithstanding that such
individuals or any of them have ceased to hold such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Guarantees or did not hold such offices
at the date of such Guarantees. 


        The
delivery of any Security by a Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee endorsed thereon on behalf of the Guarantor. The
Guarantor hereby agrees that its Guarantee set forth in Section 1501 shall remain in full force and effect notwithstanding any failure to endorse a Guarantee on any Security. 


        SECTION
1503.    Notice to Trustee. 


        The
Guarantor shall give prompt written notice to the Trustee of any fact known to the Guarantor which prohibits the making of any payment to or by the Trustee in respect of the
Guarantee pursuant to the provisions of this Article Fifteen other than any agreement in effect on the date hereof. 


        SECTION
1504.    This Article Not to Prevent Events of Default. 



        The
failure to make a payment on account of principal of, premium, if any, or interest on the Securities by reason of any provision of this Article will not be construed as preventing
the occurrence of an Event of Default. 


 
 

ARTICLE SIXTEEN
  
    MEETINGS OF HOLDERS OF SECURITIES    
    


        SECTION 1601.    Purposes for Which Meetings May Be Called. 



        If
Securities of a series are issuable as Bearer Securities, a meeting of Holders of Securities of such series may be called at any time and from time to time pursuant to this Article to
make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by Holders of Securities of such series. 


99









   
        SECTION 1602.    Call, Notice and Place of Meetings. 


        (a)    The
Trustee may at any time call a meeting of Holders of Securities of any series for any purpose specified in Section 1601, to be held at such time and at
such place in The City of New York or in London as the Trustee shall determine. Notice of every meeting of Holders of Securities of any series, setting forth the time and the place of such
meeting and in general terms the action proposed to be taken at such meeting, shall be given, in the manner provided for in Section 106, not less than 21 nor more than 180 days prior to
the date fixed for the meeting. 


        (b)    In
case at any time the Company, pursuant to a Board Resolution, the Guarantor or the Holders of at least 10% in principal amount of the Outstanding Securities of any
series shall have requested the Trustee to call a meeting of the Holders of Securities of such series for any purpose specified in Section 1601, by written request setting forth in reasonable
detail the action proposed to be taken at the meeting, and the Trustee shall not have made the first publication of the notice of such meeting within 21 days after receipt of such request or
shall not thereafter proceed to cause the meeting to be held as provided herein, then the Company, the Guarantor or the Holders of Securities of such series in the amount above specified, as the case
may be, may determine the time and the place in The City of New York or in Montreal, Quebec, Canada for such meeting and may call such meeting for such purposes by giving notice thereof as
provided in paragraph (a) of this Section. 


        SECTION
1603.    Persons Entitled to Vote at Meetings. 


        To
be entitled to vote at any meeting of Holders of Securities of any series, a Person shall be (1) a Holder of one or more Outstanding Securities of such series, or (2) a
Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Securities of such series by such Holder of Holders. The only Persons who shall be entitled to
be present or to speak at any meeting of Holders of Securities of any series shall be the Person entitled to vote at such meeting and their counsel, any representatives of the Trustee and its counsel
and any representatives of the Company and the Guarantor and their respective counsel. 


        SECTION
1604.    Quorum; Action. 


        The
Persons entitled to vote a majority in principal amount of the Outstanding Securities of a series shall constitute a quorum for a meeting of Holders of Securities of such series;  provided, however, that, if any action is to be taken at such meeting with respect to a consent or
waiver which this Indenture expressly provides may be given by the Holders of not less than a specified percentage in principal amount of the Outstanding Securities of a series, the Persons entitled
to vote
such specified percentage in principal amount of the Outstanding Securities of such series shall constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such
meeting, the meeting shall, if convened at the request of Holders of Securities of such series, be dissolved. In any other case the meeting may be adjourned for a period of not less than
10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further
adjourned for a period of not less than 10 days 


100





 

as
determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in
Section 1602(a), except that such notice need be given only once not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of any
adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the Outstanding Securities of such series which shall constitute a quorum. 



        Subject
to the foregoing, at the reconvening of any meeting adjourned for lack of a quorum the Persons entitled to vote 25% in principal amount of the Outstanding Securities at the time
shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. 


        Except
as limited by the proviso to Section 902, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be
adopted by the affirmative vote of the Holders of not less than a majority in principal amount of the Outstanding Securities of such series; provided,  however, that, except as limited by the proviso to Section 902, any resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver or other action which this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage, which is less than a majority, in principal amount
of the Outstanding Securities of a series may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative vote of the Holders of
not less than such specified percentage in principal amount of the Outstanding Securities of such series. 


        Any
resolution passed or decision taken at any meeting of Holders of Securities of any series duly held in accordance with this Section shall be binding on all the Holders of Securities
of such series and the related coupons, whether or not present or represented at the meeting. 



        Notwithstanding
the foregoing provisions of this Section 1604, if any action is to be taken at a meeting of Holders of Securities of any series with respect to any request,
demand, authorization, direction, notice, consent, waiver or other action that this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage in principal
amount of all Outstanding Securities affected thereby, or of the Holders of such series and one or more additional series: 



        (i)    there
shall be no minimum quorum requirement for such meeting; and 


        (ii)   the
principal amount of the Outstanding Securities of such series that vote in favor of such request, demand, authorization, direction, notice, consent, waiver or other
action shall be taken into account in determining whether such request, demand, authorization, direction, notice, consent, waiver or other action has been made, given or taken under this Indenture. 




        SECTION
1605.    Determination of Voting Rights; Conduct and Adjournment of Meetings. 


101





 

        (a)    Notwithstanding
any provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities of a
series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as its shall deem appropriate. Except as otherwise permitted
or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 104 and the appointment of any proxy shall be proved in the manner
specified in Section 104 or by having the signature of the person executing the proxy witnessed or guaranteed by any trust company, bank or banker authorized by Section 104
to certify to the holding of Bearer Securities. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the
proof specified in Section 104 or other proof. 


        (b)    The
Trustee shall, by an instrument in writing appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company, the Guarantor or by
Holders of Securities as provided in Section 1602(b), in which case the Company, the Guarantor or the Holders of Securities of the series calling the meeting, as the case may be, shall in like
manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting. 


        (c)    At
any meeting each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 principal amount of Outstanding Securities of such series
held or represented by him (determined as specified in the definition of "Outstanding" in Section 101); provided,  however, that no vote shall be cast
or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the
meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. 


        (d)    Any
meeting of Holders of Securities of any series duly called pursuant to Section 1602 at which a quorum is present may be adjourned from time to time by Persons
entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting; and the meeting may be held as so adjourned without further notice. 


        SECTION
1606.    Counting Votes and Recording Action of Meetings. 



        The
vote upon any resolution submitted to any meeting of Holders of Securities of any series shall be by written ballots on which shall be subscribed the signatures of the Holders of
Securities of such series or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding Securities of such series held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting
their verified written reports in duplicate of all votes cast at the meeting. A record, at least in duplicate, of the proceedings of each meeting of Holders of Securities of any series shall be
prepared by the Secretary of the meeting and there shall be attached to said record 


102





 

the
original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the
meeting and showing that said notice was given as provided in Section 1602 and, if applicable, Section 1604. Each copy shall be signed and verified by the affidavits of the permanent
chairman and secretary of the meeting and one such copy shall be delivered to the Company, and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots
voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. 


        *        *        *        *        
*



103







        This
Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and
the same Indenture. 


        IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of the day and year first above written. 



	 	 	QUEBECOR WORLD CAPITAL CORPORATION,

as Issuer
	

 	
 	

 	
 	

By:	
 	

/s/  CLAUDE HÉLIE      
 Name: Claude Hélie

Title: Executive Vice President
	

 	
 	

QUEBECOR WORLD INC.,

as Guarantor
	

 	
 	

 	
 	

By:	
 	

/s/  CLAUDE HÉLIE      
 Name: Claude Hélie

Title: Executive Vice President and

Chief Financial Officer
	

 	
 	

 	
 	

By:	
 	

/s/  DENIS AUBIN      
 Name: Denis Aubin

Title: Senior Vice President,

Corporate Finance and Treasury
	

 	
 	

CITIBANK, N.A.,

as Trustee
	

 	
 	

 	
 	

By:	
 	

/s/  JOHN J. BYRNES      
 Name: John J. Byrnes

Title: Vice President








  



 
 

SCHEDULE A
  SCHEDULE OF PRINCIPAL AMOUNT    
    


        The following decreases/increases in the principal amount of this Securities have been made: 



	Date of

Increase or

Decrease
	 	Amount of

decrease in

Principal

Amount

of this Global

Security
	 	Amount of

increase

in Principal

Amount

of this Global

Security
	 	Principal

Amount

of this Global

Security

following such

decrease or

increase
	 	Signature of

authorized

signatory

of Trustee or

Security

Custodian

	 	 	 	 	 	 	 	 	 




Schedule A-1






  



 
 

ANNEX A
  FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM RESTRICTED
  GLOBAL SECURITY TO REGULATION S GLOBAL SECURITY    
    


Citibank,
N.A., as Security Registrar

111 Wall Street, 14th floor,

New York, New York, 10005

Attention: Citibank Agency and Trust 


Re:        %
Senior Notes Due 20        (the "Securities") 


        Reference
is hereby made to the Indenture dated as of November 3, 2003, (the "Indenture") among Quebecor World Capital Corporation, a corporation
organized under the laws of Delaware (the "Company"), Quebecor World Inc., a corporation amalgamated pursuant to the Canada Business Corporations Act (the "Guarantor"), and Citibank, N.A. (the
"Trustee"). Capitalized terms used but not defined herein shall have the meanings given them in the Indenture. 


        This
letter relates to $                         aggregate principal amount of Securities that are held as a beneficial interest
in the form of the
Restricted Global Security (CUSIP No.             ; ISIN No:             ) with the Depositary in the name
of [name of transferor] (the "Transferor"). The Transferor has requested an exchange or transfer of
such beneficial interest for an equivalent beneficial interest in the Regulation S Global Security (Common Code No.             ; ISIN
No.             ). 


        In
connection with such request, the Transferor does hereby certify that such transfer has been effected in accordance with the transfer restrictions set forth in the Securities and: 



	(a)
	with
respect to transfers made in reliance on Regulation S ("Regulation S") under the United States Securities Act of 1933, as amended (the
"U.S. Securities Act"), does certify that:



	(i)
	the
offer of the Securities was not made to a person in the United States;



	(ii)
	either:



	(1)
	at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed that the
transferee was outside the United States;



	(2)
	in
the case of Rule 903, the transaction was executed in, on or through a physical trading floor of an established foreign securities exchange that is located outside the
United States; or



	(3)
	in
the case of Rule 904, the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was prearranged with a buyer in the United States; 









Annex A-1





 






	(iii)
	no
directed selling efforts have been made in the United States by the Transferor, an affiliate thereof or any person their behalf in contravention of the
requirements of Rule 903 or 904 of Regulation S, as applicable;



	(iv)
	the
transaction is not part of a plan or scheme to evade the registration requirements of the U.S. Securities Act; and



	(v)
	the
Transferor is not the Company, a distributor of the Securities, an affiliate of the Company or any such distributor (except any officer or director who is an
affiliate solely by virtue of holding such position) or a person acting on behalf of any of the foregoing.






	(b)
	with
respect to transfers made in reliance on Rule 144 the Transferor certifies that the Notes are being transferred in a transaction permitted by Rule 144 under the
U.S. Securities Act. 




        We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings
are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you, the Company, the Guarantor and the Trustee to produce this certificate to
any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit and the benefit of the Company, the Guarantor and Initial Purchasers of the
Securities under the Purchase Agreement, dated October 29, 2003 with the Company and the Guarantor relating to the Securities. Terms used in this certificate and not otherwise defined in the
Indenture have the meanings set forth in Regulation S under the Securities Act. 


[Name of Transferor]


By:
                                         
                               

Name:

Title:

Date: 


Annex A-2






  



 
 

ANNEX B
  FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM REGULATION S
  GLOBAL NOTE TO RESTRICTED GLOBAL NOTE    
    


Citibank,
N.A., as Security Registrar

111 Wall Street, 14th floor,

New York, New York, 10005

Attention: Citibank Agency and Trust 


Re:        %
Senior Notes Due 20        (the "Securities") 


        Reference
is hereby made to the Indenture dated as of November 3, 2003, (the "Indenture") among Quebecor World Capital Corporation, a corporation
organized under the laws of Delaware (the "Company"), Quebecor World Inc., a corporation incorporated pursuant to the Canada Business Corporations Act (the "Guarantor"), and Citibank, N.A. (the
"Trustee"). Capitalized terms used but not defined herein shall have the meanings given them in the Indenture. 


        This
letter relates to $                         aggregate principal amount of Securities that are held in the form of the
Temporary
Regulation S Global Security or the Regulation S Global Security (Common Code No.             ; ISIN
No.             ) in the name of [name of transferor] (the
"Transferor") to effect the transfer of the Notes in exchange for an equivalent beneficial interest in the Restricted Global Security (CUSIP No.
            , ISIN No.             ). 


        In
connection with such request, and in respect of such Securities the Transferor does hereby certify that such Securities are being transferred in accordance with the transfer
restrictions set forth in the Securities and that: 


CHECK
ONE BOX BELOW: 



	o
	the
Transferor is relying on Rule 144A under the United States Securities Act of 1933, as amended (the
"Securities Act") for exemption from such Act's registration requirements; it is transferring such Securities to a person it reasonably believes is a "qualified
institutional buyer" as defined in Rule 144A that purchases for its own account, or for the account of a qualified institutional buyer, and to whom the Transferor has given notice that the
transfer is made in reliance on Rule 144A and the transfer is being made in accordance with any applicable securities laws of any state of the United States; or



	o
	the
Transferor is relying on an exemption other than Rule 144A from the registration requirements of the Securities Act, subject to
the Company's right prior to any such offer, sale or transfer to require the delivery of an Opinion of Counsel, certification and/or other information satisfactory to it. 



Annex B-1





 





        We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings
are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you, the Company, the Guarantor and the Trustee to produce this certificate to
any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit and the benefit of the Company, the Guarantor and Initial Purchasers of the
Securities under the Purchase Agreement, dated October 29, 2003 with the Company and the Guarantor relating to the Securities. 


[Name of Transferor]


By:
                                         
                               

Name:

Title:

Dated: 


Annex B-2






  



 
 

EXHIBIT A
  
    FORMS OF CERTIFICATION    



 
 

EXHIBIT A-1    
    


 
 

FORM OF CERTIFICATE TO BE GIVEN BY
  PERSON ENTITLED TO RECEIVE BEARER SECURITY
  OR TO OBTAIN INTEREST PAYABLE PRIOR
  TO THE EXCHANGE DATE
  
  CERTIFICATE
  
  [Insert title or sufficient
description
  of Securities to be delivered]  



        This
is to certify that as of the date hereof, and except as set forth below, the above-captioned Securities held by you for our account (i) are owned by person(s) that are not
citizens or residents of the United States, domestic partnerships, domestic corporations or any estate or trust the income of which is subject to United States federal income taxation
regardless of its source ("United States persons(s)"), (ii) are owned by United States person(s) that are (a) foreign branches of United States financial
institutions (financial institutions, as defined in United States Treasury Regulations Section 2.165-12(c)(1)(v) are herein referred to as "financial institutions")
purchasing for their own account or for resale, or (b) United States person(s) who acquired the Securities through foreign branches of United States financial institutions and who
hold the Securities through such United States financial institutions on the date hereof (and in either case (a) or (b), each such United States financial institution hereby
agrees, on its own behalf or through its agent, that you may advise Quebecor World Capital Corporation or its agent that such financial institution will comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are owned by United States
or foreign financial institution(s) for purposes of resale during the restricted period (as defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and,
in addition, if the owner is a United States or foreign financial institution described in clause (iii) above (whether or not also described in clause (i) or (ii)), this is
to further certify that such financial institution has not acquired the Securities for purposes of resale directly or indirectly to a United States person or to a person within the
United States or its possessions. 


        As
used herein, "United States" means the United States of America (including the states and the District of Columbia); and its "possessions" include Puerto Rico, the
U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands. 



        We
undertake to advise you promptly by tested telex on or prior to the date on which you intend to submit your certification relating to the above-captioned Securities held by you for
our account in accordance with your Operating Procedures if any applicable statement 


A1-1





 

herein
is not correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such date. 



        This
certificate excepts and does not relate to [U.S.$]                         of such interest in the above-captioned
Securities in respect of which we are not able to certify and as to which we understand an exchange for an interest in a Permanent Global Security or an exchange for and delivery of definitive
Securities (or, if relevant, collection of any interest) cannot be made until we do so certify. 


        We
understand that this certificate may be required in connection with certain tax legislation in the United States. If administrative or legal proceedings are commenced or
threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate or a copy thereof to any interested party in such proceedings. 








Dated: 



	[To be dated no earlier than the 15th day prior to (i) the Exchange Date or (ii) the relevant Interest Payment Date occurring prior to the Exchange Date, as applicable]	 	 
	 	 	[Name of Person Making Certification]
	

 	
 	

(Authorized Signatory)
 Name:

Title:




A1-2






  



 
 

EXHIBIT A-2    
    


 
 

FORM OF CERTIFICATION TO BE GIVEN BY HOLDERS OF
  BENEFICIAL INTEREST IN A TEMPORARY REGULATION S
  GLOBAL SECURITY TO EUROCLEAR OR CLEARSTREAM
  OWNER SECURITIES CERTIFICATION    




[EUROCLEAR
BANK S.A./N.V.,

as operator of the Euroclear

System] [or] [CLEARSTREAM BANKING,

SOCIÉTÉ ANONYME] 


        Re:
[title of series] of Quebecor World Capital Corporation (the "Securities") 


        Reference
is hereby made to the Indenture, dated as of November 3, 2003 (the "Indenture"), between Quebecor World Capital Corporation (the "Company"), Quebecor World Inc.
and Citibank, N.A., as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 


        This
certificate relates to U.S. $                         aggregate Amount Payable at Maturity of Securities which are
evidenced by the
Temporary Regulation S Global Security (CUSIP No.                        ) and held with the Depositary through
Euroclear or Clearstream or both in the name
of [insert name of holder] (the "Holder"). 


        In
respect of such Securities, the Holder does hereby certify that as of the date hereof, the above-captioned Securities are beneficially owned by non-U.S. Persons and
are not held for purposes of resale directly or indirectly to a U.S. Person or to a person within the United States or its possessions. 


        As
used herein, "United States" means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia. As
used herein, U.S. Person has the meaning assigned to it in Rule 902 under the Securities Act of 1933, as amended. 


        We
undertake to advise you immediately by tested telex on or prior to the date on which you intend to submit your certification relating to the Securities held by you for our account in
accordance with your operating procedures if any applicable statement herein is not correct on such date, and in the absence of any such notification it may be assumed that this certification applies
as of such date. 


A2-1





 

        We
understand that this certification is required in connection with certain securities laws in the United States. If administrative or legal proceedings are commenced or
threatened in connection with which this certification is or would be relevant, we irrevocably authorize you to produce this certification or a copy thereof to any interested party in such
proceedings. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasers of the Securities under the Purchase Agreement,
dated                         , with the Company relating to the Securities. 



	Date:                        ,
            3	 	 
	 	 	 
	 	 	 
	 	 	

	 	 	[Name of Person Making Certification]






	3
	To
be dated no earlier than 15 days prior to the transfer or exchange date to which the certification relates. 


A2-2






  



 
 

EXHIBIT A-3    
    


 
 

FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR
  AND CLEARSTREAM IN
  CONNECTION WITH THE EXCHANGE OF A PORTION OF A
  TEMPORARY GLOBAL SECURITY OR TO OBTAIN INTEREST
  PAYABLE PRIOR TO THE EXCHANGE DATE
  

CERTIFICATE
  
  [Insert title or sufficient description
  of Securities to be delivered]  




        This
is to certify that based solely on written certifications that we have received in writing, by tested telex or by electronic transmission from each of the persons appearing in our
records as persons entitled to a portion of the principal amount set forth below (our "Member Organizations") substantially in the form attached hereto, as of the date hereof,
[U.S.$]                         principal amount of the above-captioned Securities (i) is owned by person(s) that are
not citizens or
residents of the United States, domestic partnerships, domestic corporations or any estate or trust the income of which is subject to United States Federal income taxation regardless of
its source ("United States person(s)"), (ii) is owned by United States person(s) that are (a) foreign branches of United States financial institutions (financial
institutions, as defined in U.S. Treasury Regulations Section 10165-12(c)(1)(v) are herein referred to as "financial institutions") purchasing for their own account or for
resale, or (b) United States person(s) who acquired the Securities through foreign branches of United States financial institutions and who hold the Securities through such
United States financial institutions on the date hereof (and in either case (a) or (b), each such financial institution has agreed, on its own behalf or through its agent, that we may
advise Quebecor World Capital Corporation or its agent that such financial institution will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code
of 1986, as amended, and the regulations thereunder), or (iii) is owned by United States or foreign financial institution(s) for purposes of resale during the restricted period (as
defined in United States Treasury Regulations Section 10163-5(c)(2)(i)(D)(7)) and, to the further effect, that financial institutions described in clause (iii)
above (whether or not also described in clause (i) or (ii)) have certified that they have not acquired the Securities for purposes of resale directly or indirectly to a
United States person or to a person within the United States or its possessions. 


        As
used herein, "United States" means the United States of America (including the states and the District of Columbia); and its "possessions" include Puerto Rico, the
U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands. 


        We
further certify that (i) we are not making available herewith for exchange (or, if relevant, collection of any interest) any portion of the temporary Global Security
representing the above-captioned Securities excepted in the above-referenced certificates of Member Organizations and (ii) as of the date hereof we have not received any notification from any
of our Member Organizations to the effect that the statements made by such Member Organizations 


A3-1





 

with
respect to any portion of the part submitted herewith for exchange (or, if relevant, collection of any interest) are no longer true and cannot be relied upon as of the date hereof. 


        We
understand that this certification is required in connection with certain tax legislation in the United States. If administrative or legal proceedings are commenced or
threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate or a copy thereof to any interested party in such proceedings. 








Dated: 



	[To be dated no earlier than the Exchange Date or the relevant Interest Payment Date occurring prior to the Exchange Date, as applicable]	 	 
	 	 	[EUROCLEAR S.A/N.V., as Operator of the

Euroclear System]

[CLEARSTREAM]
	

 	
 	

By
                                         
       




A3-2






  



Exhibit B  


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


THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN
WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 


THIS
GLOBAL SECURITY AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THIS GLOBAL SECURITY
TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF). THE HOLDER OF THIS GLOBAL SECURITY SHALL BE DEEMED, BY THE ACCEPTANCE HEREOF, TO HAVE AGREED TO ANY SUCH
AMENDMENT OR SUPPLEMENT. 


THE
SECURITIES EVIDENCED HEREBY AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAW OF ANY
STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN, NOR THE GUARANTEES ENDORSED HEREON, MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. 


THE
HOLDER OF THIS SECURITY AND GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES, ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH SECURITY[, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT IS TWO YEARS (OR SUCH SHORTER PERIOD OF
TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH QUEBECOR WORLD
CAPITAL CORPORATION (THE "COMPANY") OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF SUCH SECURITY OR THE
GUARANTEES ENDORSED HEREON),] ONLY (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) AS LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES
ACT, OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
TRANSFER PURSUANT TO CLAUSES (D) AND (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.  [THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE
HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.] 


B-1





 

EACH
PURCHASER OF THIS GLOBAL SECURITY OR ANY INTEREST HEREIN IS HEREBY NOTIFIED THAT THE SELLER OF THIS GLOBAL SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. 


[THIS SECURITY IS A TEMPORARY REGULATION S GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER. EXCEPT IN THE CIRCUMSTANCES DESCRIBED HEREIN
AND IN SECTION 304 OF THE INDENTURE, NO TRANSFER OR EXCHANGE OF AN INTEREST IN THIS TEMPORARY GLOBAL SECURITY MAY BE MADE FOR AN INTEREST IN THE RESTRICTED GLOBAL SECURITY. NO EXCHANGE OF AN INTEREST
IN THIS TEMPORARY GLOBAL SECURITY MAY BE MADE FOR AN INTEREST IN THE REGULATION S GLOBAL SECURITY EXCEPT ON OR AFTER THE TERMINATION OF THE DISTRIBUTION COMPLIANCE PERIOD AND UPON DELIVERY OF THE
OWNER SECURITIES CERTIFICATION AND THE DEPOSITORY SECURITIES CERTIFICATION RELATING TO SUCH INTEREST IN ACCORDANCE WITH THE TERMS OF THE INDENTURE.]


B-2





 
CUSIP Number 


ISIN Number 


No.            -1

$    00,000,000 


 
 

QUEBECOR WORLD CAPITAL CORPORATION
  
    % SENIOR NOTES DUE 20       
    


        QUEBECOR
WORLD CAPITAL CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company", which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal amount of
$                        
(                        MILLION DOLLARS), or such other principal amount as shall be set forth in the Schedule of Principal
Amount attached hereto, on November 15, 20        , at the office or
agency of the Company referred to below. This Security is a Global Security, representing $                        aggregate
principal amount of Securities. 



        From
November 3, 2003, or from the most recent interest payment date to which interest has been paid, cash interest on the Securities will accrue at the rate of        %
per annum, payable semiannually on May 15 and November 15 of each year, beginning on May 15, 2004, to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be May 1 or November 1 (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. 



        Reference
is hereby made to the further provisions of this Global Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set
forth at this place. 


        THIS GLOBAL SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


B-3





 

        IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 


Dated:
November 3, 2003 



	

 	
 	

 	
 	

 
	 	 	QUEBECOR WORLD CAPITAL CORPORATION
	

 	
 	

By:	
 	

 Name:

Title:
	

 	
 	

By:	
 	

 Name:

Title:




B-4





 
 
 

TRUSTEE'S CERTIFICATE OF AUTHENTICATION    
    


        This is one of the Securities referred to in the within-mentioned Indenture. 



	

 	
 	

CITIBANK, N.A.,

as Trustee
	

 	
 	

By:	
 	

 Name:

Title:





Dated:
November 3, 2003 


B-5





 
 
 

GUARANTEE
  OF
  QUEBECOR WORLD INC.    
    


        For value received, QUEBECOR WORLD INC., a corporation incorporated pursuant to the Canada Business Corporations Act, having its principal executive
offices at 612 Saint-Jacques Street, Montreal, Quebec, Canada, H3C 4M8 (herein called the "Guarantor", which term includes any successor Person under the Indenture referred to in the Security
upon which this Guarantee is endorsed), hereby unconditionally and irrevocably guarantees to the Holder of the Security
upon which this Guarantee is endorsed and to the Trustee, for itself and on behalf of each such Holder, the due and punctual payment of the principal of, premium, if any, and interest on such Security
and the due and punctual payment of the sinking fund or analogous payments referred to therein, if any, when and as the same shall become due and payable, whether on the Stated Maturity Date, by
declaration of acceleration, call for redemption or otherwise, according to the terms thereof and of the Indenture referred to therein and of all amounts owing to the Trustee when and as the same
shall become due and payable pursuant to the terms of such Indenture. In case of the failure of Quebecor World Capital Corporation, a corporation organized under the laws of the State of Delaware
(herein called the "Company", which term includes any successor Person under such Indenture), punctually to make any such payment of principal, premium, if any, or interest or any such sinking fund or
analogous payment, or payment to the Trustee, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether, with respect to
the Securities, on the Stated Maturity Date or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company. 


        The
Guarantor will pay to the Holders such Additional Amounts as may become payable under Section 1005 of the Indenture. 



        The
Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of, and
shall be unaffected by, any invalidity, irregularity or unenforceability of such Security or such Indenture, any failure to enforce the provisions of such Security or such Indenture, or any waiver,
modification or indulgence granted to the Company with respect thereto, by the Holder of such Security or the Trustee or any other circumstance which may otherwise constitute a legal or equitable
discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such
waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or increase any premium payable
upon redemption or repayment thereof, or alter the Stated Maturity Date thereof, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a
declaration of acceleration or the maturity thereof pursuant to Article Five of such Indenture. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in
the event of merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Security or the indebtedness evidenced thereby or
with respect to any sinking fund or analogous payment required under such Security and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the
principal of, premium, if any, and interest on Security. 


B-6





 

        The
Guarantor shall be subrogated to all rights of the Holder of such Security and the Trustee against the Company in respect of any amounts paid to such Holder or the Trustee by the
Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not
be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, and interest on all Securities of the same series
issued under such Indenture shall have been paid in full. 


        No
reference herein to such Indenture and no provision of this Guarantee or of such Indenture shall alter or impair the guarantees of the Guarantor, which are absolute and unconditional,
of the due and punctual payment of the principal of, premium, if any, and interest on, and any sinking fund or analogous payments with respect to, the Security upon which this Guarantee
is endorsed. 


        This
Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication of such Security shall have been manually executed by or on behalf of the Trustee
under such Indenture. 


        All
terms used in this Guarantee which are defined in such Indenture shall have the meanings assigned to them in such Indenture. 


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


B-7





 

Executed
and dated the date on the face hereof. 



	

 	

 	

 
	 	By:	
 Name:

Title:
	

 	

By:	

 Name:

Title:




B-8





 
 
 

[Reverse Side of the Global Security]    
    


        1.     Interest.  



        QUEBECOR WORLD CAPITAL CORPORATION, a corporation organized under the laws of the State of Delaware (the "Company"), for value received promises to pay interest
(as defined in the Indenture) on the principal amount of this Global Security at            per annum until maturity and shall pay Special Interest ("Special Interest"), if any, as defined
and
provided for in the Registration Rights Agreement (the "Registration Rights Agreement") dated as of November 3, 2003, among the Company, the Guarantor and the Initial Purchasers relating to the
Securities. The Company shall pay interest semi-annually on May 15 and November 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day
(each an "Interest Payment Date"). Interest on the Securities shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance;  provided,
however, that if there is no existing Default in the payment of interest, and if the Securities are authenticated between a record date
referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date;  provided, further, that the first Interest Payment Date shall be May 15, 2004. The Company shall
pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per
annum in excess of the interest rate then in effect under the Indenture and this Global Security; it shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods), from time to time on demand at the same rate to the extent lawful. Interest shall be computed on
the basis of a 360-day year of twelve 30-day months. For the purposes of the Interest Act (Canada), the yearly rate of interest
which is equivalent to the rate payable hereunder is the rate payable multiplied by the actual number of days in the year and divided by 360. 


        No
reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligations of the Company or the Guarantor, as applicable, which are
absolute and unconditional, to pay the principal of (and premium, if any, on) and interest on the Securities at the times, place, and rate, and in the coin or currency, herein prescribed. 


        2.     Method of Payment.  


        The Company shall pay interest on the Securities (except defaulted interest) to the Persons in whose name the Securities (or one or more Predecessor Securities)
are registered at the close of business on the May 1 or November 1 next preceding the Interest Payment Date, even if such Securities are cancelled after such record date and on or before
such Interest Payment Date, except as provided in Section 307 of the Indenture with respect to defaulted interest. The Securities shall be payable as to principal, interest, premium, if any,
and special interest, if any by payment by the Company to the Trustee of such sums and if the Holder has given wire transfer instructions to the Trustee, by wire transfer of immediately available
funds to an account located in the United States maintained by the Trustee, for further transfer by the Trustee to the appropriate payee on the Interest Payment Date. All other payments on the
Securities will be made at the office or agency of the Paying Agent and Registrar for the Securities within the City and State of New York or, at the option of the Company, payment of interest
may be made by check mailed to the Holders at their addresses set forth in the Security Register. Such payment shall be in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts. 


B-9





 

        3.     Paying Agent and Registrar.  



        Initially, Citibank, N.A., the Trustee under the Indenture, shall act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without
notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity. 


        4.     Indenture.  


        The Company issued this Global Security under an Indenture dated as of November 3, 2003 ("Indenture") among the Company, the Guarantor and the Trustee. The
terms of this Global Security include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended. This Global Security is subject to
all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Global Security conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling. 


        As
provided for in the Indenture, not all of the Securities of this series need be issued at the same time. The Company may from time to time without notice to, or the consent of, the
Holders of the Securities, create and issue additional Securities under the Indenture, equal in rank to the Securities in all respects (or in all respects except for the payment of interest accruing
prior to the issue date of the new Securities or except for the first payment of interest following the issue
date of the new Securities) so that the new Securities may be consolidated and form a single series with the Securities and have the same terms as to status, redemption or otherwise as
the Securities. 


        5.     Mandatory Redemption.  


        The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Securities. 


        6.     Optional Redemption.  



        The Securities will be redeemable, in whole or in part, at the Company's option at any time and from time to time, in accordance with the provisions of
Article 11 of the Indenture, at a Redemption Price equal to the greater of: 



(1)    100%
of the principal amount of the Securities; and 


(2)    the
sum of the present values of the remaining scheduled payments of principal and interest on the Securities (not including interest accrued to the Redemption Date) discounted to the
Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus            basis
points, 




plus,
in each case, accrued interest thereon to the Redemption Date. 


B-10





 

        "Adjusted
Treasury Rate" means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated (on a day count
basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that
Redemption Date. 


        "Comparable
Treasury Issue" means the United States Treasury security selected by the Independent Investment Banker as having an actual or interpolated maturity comparable to the
remaining term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of the Securities. 


        "Comparable
Treasury Price" means the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and the lowest of such Reference Treasury
Dealer Quotations. 


        "Independent
Investment Banker" means the Reference Treasury Dealer appointed by the Trustee after consultation with the Company or if such firm is unwilling or unable to select the
Comparable Treasury Issue, an independent investment banking institution of national standing in the United States appointed by the Trustee after consultation with the Company. 



        "Reference
Treasury Dealer" means each of Citigroup Global Markets Inc. and Banc of America Securities LLC or their respective affiliates which are primary
U.S. government securities dealers, and their respective successors, and two other firms that are primary U.S. Government securities dealers in The City of New York (a "Primary
Treasury Dealer"), provided, however, that if any of the foregoing ceases to be a Primary Treasury
Dealer the Company will substitute for it another Primary Treasury Dealer. 


        "Reference
Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Reference Treasury Dealer, of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted by the Reference Treasury Dealer at 3:30 p.m. (New York
time) on the third business day preceding the redemption date. 


        Unless
the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Securities or portions of the Securities called for
redemption. 


        As
provided in the Indenture, if less than all of the Securities are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the particular
Securities to be redeemed or any portion thereof that is an integral multiple of $1,000. 


B-11





 

        No
Securities of less than $1,000 will be redeemed in part. Notices of redemption, in the form provided for in the Indenture, will be mailed by first class mail at least 30 but not more
than 60 days before the Redemption Date to each Holder of Securities to be redeemed at its registered address. Notices of redemption may not be conditional. 



        If
any Security is to be redeemed in part only, the notice of redemption that relates to that Security will state the portion of the principal amount of that Security that is to be
redeemed. A new Security in principal amount equal to the unredeemed portion of the original Security will be issued in the name of the holder thereof upon cancellation of the original Security at the
Company's expense. Securities called for redemption become irrevocably due and payable on the date fixed for redemption. On and after the redemption date, interest will cease to accrue on Securities
or portions of them called for redemption, provided that the redemption price has been paid or set aside as provided in the Indenture. 



        7.     Additional Amounts and Tax Redemption.  


        The Company and the Guarantor, as applicable, will pay to the Holders such Additional Amounts as may be payable under Section 1005 of the Indenture. 


        If
the Company or the Guarantor becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in
any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the date of issuance of the Securities, the
Company may, at any time, upon not less than 30 nor more than 60 days' notice, redeem all, but not part, of the Securities of the affected series at a price equal to 100% of the principal
amount thereof, plus accrued and unpaid interest and special interest, if any, to the Redemption Date. Any such redemption shall be done in accordance with the provisions of Article 11 of
the Indenture. 


        Prior
to any redemption of the Securities pursuant to the preceding paragraph, the Company shall deliver to the Trustee an Officer's Certificate stating that the Company is entitled to
effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of redemption have occurred. The Company will be bound to redeem the Securities on the
date fixed for redemption. 


        8.     Denominations, Transfer, Exchange.  


        (a)   As
provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security may be registered on the Security Register of the
Company, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities, of
authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferee. No service charge shall be made for any registration or transfer or
exchange of Securities, but the Security Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a
Holder to pay any taxes or other governmental charge payable in connection therewith. 


B-12





 

        The
Securities are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. This Security shall represent the aggregate principal amount of
outstanding Securities from time to time endorsed hereon and the aggregate principal amount of Securities represented hereby may from time to time be reduced or increased, as appropriate, to reflect
exchanges and redemptions. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of Securities of a
different authorized denomination, as requested by the Holder surrendering the same. 



        The
Company need not exchange or register the transfer of any Security or portion of a Security selected for redemption, except for the unredeemed portion of any Security being redeemed
in part. Also, the Company need not exchange or register the transfer of any Securities for a period of 15 days before a selection of Securities to be redeemed or during the period between a
record date and the corresponding Interest Payment Date. 


        (b)   Notwithstanding
any provision to the contrary herein, so long as a Global Security remains outstanding and is held by or on behalf of the Depositary, transfers of a
Global Security, in whole or in part, or of any beneficial interest therein, shall only be made in accordance with Section 305 of the Indenture and Section 8 hereof;  provided, however, that a beneficial interest in a Global Security may be transferred to Persons who
take delivery thereof in the form of a beneficial interest in the same Global Security in accordance with the transfer restrictions set forth in the restricted legend on the Security, if any, and the
Trustee shall have no responsibility with respect to any such transfers. 


        Except
for transfers or exchanges made in accordance with any of clauses (i), (ii), (iii), (iv) or (v) of this Section 8(b), transfers of a Global Security shall be
limited to transfers of such Global Security in whole, but not in part, to the Depositary, to nominees of the Depositary or to a successor of the Depositary or such successor's nominee. 



(i)    Temporary
Regulation S Global Security.    If the Holder of a beneficial interest in the Temporary Regulation S Global Security at any
time wishes to transfer its interest in such Temporary Regulation S Global Security to a Person who wishes
to take delivery thereof in the form of a beneficial interest in the Temporary Regulation S Global Security, such transfer or exchange may be effected only in accordance with this
clause (i) and the Applicable Procedures. Upon (A) delivery by a beneficial owner of an interest therein to Euroclear or Clearstream (as the case may be) of a written
certification substantially in the form of Exhibit A-2 to the Indenture, then Euroclear or Clearstream, as the case may be, shall reflect on its records the transfer of a
beneficial interest in the Temporary Regulation S Global Note from the beneficial owner providing the certification provided in (A) above to the Person providing the certification
provided in (B) above. 



B-13





 

(ii)    Temporary
Regulation S Global Security to Regulation S Global Security.    If the Holder of a beneficial interest in the Temporary
Regulation S Global Security at any time, on or after the termination of the Restricted Period in respect of such Security, wishes to exchange its interest in such Temporary Regulation S
Global Security for an interest in the Regulation S Global Security, or to transfer its interest in such Temporary Regulation S Global Security to a Person who wishes to take delivery
thereof in the form of a beneficial interest in the Regulation S Global Security, such transfer or exchange may be effected only in accordance with this clause (ii) and the
Applicable Procedures. Upon (A) delivery by a beneficial owner of an interest therein to Euroclear or Clearstream (as the case may be) of a written certification substantially in the form of
Exhibit A-2 to the Indenture, and (B) delivery by Euroclear or Clearstream to the Trustee and Transfer Agent of a written certification substantially in the form
attached hereto as Exhibit A-3 to the Indenture, and (C) receipt by the Trustee, as Security Registrar, from the Transfer Agent of the written certification described
in (B) and of instructions directing the Trustee, as Security Registrar, to credit or cause to be credited an interest in the Regulation S Global Security in a specified principal amount
and to cause to be debited an interest in the Temporary Regulation S Global Note in such specified principal amount, then the Security Registrar shall instruct the Depositary to reduce or cause
to be reduced the principal amount of the Temporary Regulation S Global Security and to increase or cause to be increased the principal amount of the Regulation S Global Security by the
aggregate principal amount of the beneficial interest in such Temporary Regulation S Global Security to be so exchanged or transferred, and to credit or cause to be credited to the account of
the Person specified in such instructions a beneficial interest in the Regulation S Global Security having a principal amount equal to the principal amount by which the amount of the
Temporary Regulation S Global Security was reduced upon such exchange or transfer. 


(iii)    Restricted
Global Security to Regulation S Global Security.    If the Holder of a beneficial interest in the Restricted Global Security at any
time wishes to exchange its interest in such Restricted Global Security for an interest in the Regulation S Global Security, or to transfer its interest in such Restricted Global Security to a
Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Security, such transfer or exchange may be effected only in accordance with this
clause (iii) and the Applicable Procedures. Upon receipt by the Security Registrar of (A) instructions given in accordance with the Applicable Procedures directing the Security
Registrar to credit or cause to be credited an interest in the Regulation S Global Security in a specified principal amount and to cause to be debited an interest in the Restricted Global
Security in such specified principal amount, and (B) a certificate in the form of Annex A attached hereto given by the Holder of such beneficial interest stating that the transfer of such
interest has been made in compliance with the transfer restrictions applicable to the Global Security and (x) pursuant to and in accordance with Regulation S or (y) that the
Security being transferred is being transferred in a transaction permitted by Rule 144, then the Security Registrar shall instruct the Depositary to reduce or cause to be reduced the principal
amount of the Restricted Global Security and to increase or cause to be increased the principal amount of the Regulation S Global Security by the aggregate principal amount of the interest in
the Restricted Global Security to be exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the
Regulation S Global Security having a principal amount equal to the principal amount by which the amount of the Restricted Global Security was reduced upon such exchange or transfer. 



B-14





 

(iv)    Temporary
Regulation S Global Security or Regulation S Global Note to Restricted Global Security.    If the Holder of a beneficial interest in
the Temporary Regulation S Global Security or the Regulation S Global Security at any time wishes to exchange its interest in the Regulation S Global Security for an interest in
the Restricted Global Security, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Security such transfer may be
effected only in accordance with this clause (iv) and the Applicable Procedures. Upon receipt by the Security Registrar of (A) instructions given in accordance with the Applicable
Procedures directing the Security Registrar to credit or cause to be credited an interest in the Restricted Global Security in a specified principal amount and to cause to be debited an interest in
the Temporary Regulation S Global Security or the Regulation S Global Security, as the case may be, in such specified principal amount, and (B) a certificate in the form of Annex
B attached hereto given by the Holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global
Securities and stating that (x) the Person transferring such Interest reasonably believes that the Person acquiring such interest is a Qualified Institutional Buyer as defined in
Rule 144A and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States
or (y) that the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the Securities Act and, in such circumstances,
such Opinion of Counsel as the Company may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act, then the Security Registrar shall instruct the Depositary to reduce or cause to be reduced the principal amount of the Temporary Regulation S
Global Security or the Regulation S Global Security, as the case may be, and to increase or cause to be increased the principal amount of the Restricted Global Security by the aggregate
principal amount of the interest in the Temporary Regulation S Global Security or the Regulation S Global Security, as the case may be, to be exchanged or transferred, and to credit or
cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Restricted Global Security having a principal amount equal to the principal amount
by which the amount of the Temporary Regulation S Global Security or the Regulation S Global Security, as the case may be, was reduced upon such exchange or transfer. 



B-15





 

(v)    Global
Security to Certificated Security.    In the event that a Global Security is exchanged for Security in certificated, registered form
pursuant to Section 9 hereof, such Securities may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of clauses (iii)
and (iv) above (including the certification requirements intended to ensure that such transfers comply with Rule 144A or Regulation S under the Securities Act, as the case may be)
and such other procedures as may from time to time be adopted by the Company or the Trustee. 




        (c)   Except
in connection with an Exchange Offer (as defined in Section 9 hereof) or Shelf Registration Statement (as defined in Section 9 hereof) contemplated
by and in accordance with the terms of the Registration Rights Agreement, if Securities are issued upon the transfer, exchange or replacement of Securities bearing the first legend contained in
Section 205 of the Indenture (the "Private Placement Legend"), the Securities so issued shall continue to bear the applicable Private Placement Legend, and a request to remove such legend from
Securities will not be honored unless (i) there is delivered to the Trustee an Opinion of Counsel to the effect that neither such legend nor the restrictions on transfer set forth therein are
required to ensure that transfers thereof comply with the provisions of the Securities Act or (ii) the date of such transfer, exchange or replacement is two years after the later of
(x) the issue date of such Security and (y) the last date that the Company or any affiliate (as defined in Rule 144 under the Securities Act) of the Company was the owner of such
Securities (or any Predecessor Securities thereof). Upon compliance with the foregoing, the Trustee, upon a Company Order, shall authenticate and deliver Securities that do not bear such legend. 



        9.     Exchange Global Securities  


        If and when issued, Securities registered under the Securities Act to be exchanged for Securities not so registered, pursuant to and as set forth in the
Registration Rights Agreement relating to such an exchange ("Exchange Securities"), offered to Holders, as provided in the Registration Rights Agreement, shall be issued initially in the form of one
or more Global Securities (the "Exchange Global Securities"), which shall be deposited on behalf of the Holders of the Exchange Securities represented thereby with the Trustee at its New York
offices, as custodian for the Depositary, and registered in the name of the Depositary or its nominee, as the case may be, duly executed by the Company and authenticated by the Trustee (or an
authenticating agent appointed by the Trustee in accordance with the Indenture). The aggregate principal amount of the Exchange Global Security may from time to time be increased or decreased by
adjustments made by the Security Registrar on Schedule A to the Exchange Global Security and recorded in the Security Register, as provided for in the Indenture. 


        Upon
the transfer, exchange or replacement of any Security remaining outstanding after the consummation of an Exchange Offer (as defined in the Registration Rights Agreement), the
Security Registrar shall deliver such new Security only in global form, subject to the Indenture and Section 8 hereof, and such new Security shall continue to bear the applicable legends
set forth in the Indenture. In the case of a Restricted Global Security, such legends shall include the Private Placement Legend unless (x) the appropriate period referred to in
Rule 144(k) under the Securities Act has elapsed or (y) there is delivered to the Security Registrar an opinion of counsel reasonably satisfactory to the Company to the effect that
neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the Securities Act. 


B-16





 

        Upon
the transfer, exchange or replacement of any Security pursuant to a Shelf Registration Statement (as defined in the Registration Rights Agreement), the Security Registrar shall
deliver such new Security only in global form, subject to the Indenture and Section 8 hereof. To the extent an Exchange Offer has been consummated, or upon the subsequent consummation of an
Exchange Offer, beneficial interests in any such new Security shall be reflected in the Exchange Global Note. 



        In
the event that the Company delivers to the Trustee a copy of an Officers' Certificate certifying that an Exchange Offer Registration Statement (as defined in the Registration Rights
Agreement) under the Securities Act with respect to an Exchange Offer, or a Shelf Registration Statement, as the case may be, has been declared effective by the Commission, and that the Company has
offered Exchange Securities to the Holders in accordance with the Exchange Offer or that Securities have been offered pursuant to such Shelf Registration Statement, the Trustee shall exchange or issue
upon transfer, as the case may be, upon request of any Holder, such Holder's Securities for (i) in the case of an Exchange Offer, Exchange Securities upon the terms set forth in the Exchange
Offer or (ii) in the case of a transfer pursuant to a Shelf Registration Statement, Securities that comply with the requirements applicable following such a transfer as set forth in the
Indenture and Section 8 and 9 hereof. 



	(i)
	Restricted
Global Security to Exchange Global Security.    Following the earlier of the consummation of the Exchange Offer or the transfer of a
Security pursuant to a shelf registration statement that results in beneficial interests in such Security being reflected in the Exchange Global Security, if the Holder of a beneficial interest in the
Restricted Global Security at any time wishes to exchange its interest in such Restricted Global Security for an interest in the Exchange Global Security, or to transfer its interest in such
Restricted Global Security to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Exchange Global Security, such transfer or exchange, if not effected pursuant to
Section 8(b) hereof, may be effected only in accordance with this clause (i) and the Applicable Procedures. Upon receipt by the Security Registrar of (A) instructions given
in accordance with the Applicable Procedures directing the Security Registrar to credit or cause to be credited an interest in the Exchange Global Security in a specified principal amount and to cause
to be debited an interest in the Restricted Global Security in such specified principal amount, and (B) (x) the documentation required to be delivered by a Holder to the Trustee pursuant to
clause (d)(i) of Section 8 hereof or (y) a representation to the effect of clause (d)(ii) of Section 8 hereof, as applicable, then the Security Registrar shall
instruct the Depositary to reduce or cause to be reduced the principal amount of the Restricted Global Security and to increase or cause to be increased the principal amount of the Exchange Global
Security by the aggregate principal amount of the interest in the Restricted Global Security to be exchanged or transferred, and to credit or cause to be credited to the account of the Person
specified in such instructions a beneficial interest in the Exchange Global Security having a principal amount equal to the principal amount by which the amount of the Restricted Global
Security was reduced upon such exchange or transfer. 



B-17





 



	(ii)
	Regulation
S Global Security to Exchange Global Security.    Following the earlier of the consummation of the Exchange Offer or the transfer of
a Security pursuant to a shelf registration statement that results in beneficial interests in such Security being reflected in the Exchange Global Security, if the Holder of a beneficial interest in
the Regulation S Global Security at any time wishes to exchange its interest in such Regulation S Global Security for an interest in the Exchange Global Security, or to transfer its
interest in such Regulation S Global Security to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Exchange Global Security, such transfer or exchange, if
not effected pursuant to an Exchange Offer or a shelf registration statement in accordance with Section 8(b) hereof, may be effected only in accordance with this clause (ii)
and the Applicable Procedures. Upon receipt by the Security Registrar of instructions given in accordance with the Applicable Procedures directing the Security Registrar to credit or cause to
be credited an interest in the Exchange Global Security in a specified principal amount and to cause to be debited an interest in the Regulation S Global Security in such specified principal
amount, then the Security Registrar shall instruct the Depositary to reduce or cause to be reduced the principal amount of the Regulation S Global Security and to increase or cause to be
increased the principal amount of the Exchange Global Security by the aggregate principal amount of the interest in the Regulation S Global Security to be exchanged or transferred, and to
credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Exchange Global Security having a principal amount equal to the principal
amount by which the amount of the Regulation S Global Security was reduced upon such exchange or transfer.



	(iii)
	Global
Securities to Certificated Securities.    In the event that a Global Security is exchanged for Securities in certificated, registered
form pursuant to the Indenture and Section 8 hereof, unless pursuant to an effective Shelf Registration Statement with respect to such Securities, such Securities may be exchanged only in
accordance with such procedures as are substantially consistent with the provisions of clauses 8(iii) and (iv) above (including the certification requirements intended to ensure that
such transfers comply with Rule 144A or Regulation S under the Securities Act, as the case may be) and such other procedures as may from time to time be adopted by the Company or
the Trustee. 



B-18





 





        10.   Certificated Securities  



        Global Securities deposited with the Depositary or other custodian for the Depositary pursuant to the Indenture shall be transferred to the beneficial owners
thereof in the form of certificated securities only if such transfer complies with the Indenture and Section 8 hereof and (i) the Depositary notifies the Company that it is unwilling or
unable to continue as the Depositary for such Global Security, or if at any time the Depositary ceases to be a "clearing agency" registered under the Exchange Act and a successor depositary is not
appointed by the Company within 120 days of the earlier of such notice or the Company becoming aware of such cessation, or (ii) the Company, at its option, executes and delivers to the
Trustee a notice that such Global Security be so transferable, registrable and exchangeable, or (iii) a Default or an Event of Default has occurred and is continuing with respect to the
Securities and the Security Registrar has received a request for such transfer from either the Depositary or (through the Depositary) a Person with a beneficial interest in such Securities or
(iv) the issuance of such certificated Securities is necessary in order for a Holder or beneficial owner to present its Security or Securities to a Paying Agent in order to avoid any tax that
is imposed on or with respect to a payment made to such Holder or beneficial owner and the Holder or beneficial owner (through the Depositary) so certifies to the Company and the Trustee. Notice of
any such transfer shall be given by the Company in accordance with the provisions of the Indenture. 


        Any
Global Security that is transferable to the beneficial owners thereof in the form of certificated Securities pursuant to this Section 9 shall be surrendered by the Depositary
to the Transfer Agent, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global
Security, an equal aggregate principal amount of Securities of authorized denominations in the form of certificated Securities. 


        In
connection with the exchange of an entire Global Security for certificated Securities pursuant to this Section 9, such Global Security shall be deemed to be surrendered to the
Trustee for cancellation, and the Company shall execute, and upon Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its
beneficial interest in such Global Security, an equal aggregate principal amount of certificated Securities. In the event that such certificated Securities are not issued to each beneficial owner
promptly after the Security Registrar has received a request from the Depositary or (through the Depositary) a beneficial owner to issue such certificated Securities, the Company expressly
acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to the Indenture, the right of any beneficial owner of Securities to pursue such remedy with respect to the portion of
the Global Security that represents such beneficial owner's Securities as if such certificated Securities had been issued. 


        Any
portion of a Global Security transferred or exchanged pursuant to this Section 9 shall be executed, authenticated and delivered only in registered form in denominations of
$1,000 and any integral multiple thereof and registered in such names as the Depositary shall direct. Subject to the foregoing, a Global Security is not exchangeable except for a Global Security of
like denomination to be registered in the name of the Depositary or its nominee. In the event that a Global Security becomes exchangeable for certificated Securities, payment of principal, premium, if
any, and interest on the certificated Securities will be payable, and the transfer of the certificated Securities will be registrable, at the office or agency of the Company maintained for such
purposes in accordance with the Indenture. Such certificated Securities shall be substantially in the form hereof (but without the Global Security legends thereon and without Schedule A
attached thereto) with the Private Placement Legends to the extent any are applicable. 


B-19





 

        In
the event of the occurrence of any of the events specified in the first paragraph of this Section 9, the Company will promptly make available to the Trustee a reasonable supply
of certificated Securities in definitive, fully registered form without interest coupons. 


        Certificated
Securities may not be exchanged for beneficial interests in any Global Securities unless the transferor first delivers to the Trustee a written certificate, in a form
satisfactory to the Company and the Trustee, to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such Securities. 



        11.   Persons Deemed Owners.  


        The registered Holder of a Security may be treated as its owner for all purposes. 


        12.   Amendment, Supplement and Waiver.  


        The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and
the Guarantor and the rights of the Holders under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Securities
at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of
the Holders of all the Securities, to waive compliance by the Company and the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by or on behalf of the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon
the registration of transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Security. 



        Without
notice to or the consent of any Holder of the Securities, the Company, the Guarantor and the Trustee may modify, amend or supplement the Indenture to, among other things, cure
any ambiguity, omission, defect or inconsistency or make any change that does not adversely affect the rights of any Holder of the Securities. 


        13.   Unclaimed Money.  


        All moneys paid by the Company or the Guarantor to the Trustee or a Paying Agent for the payment of the principal of, or premium, if any, or interest on, any
Securities that remain unclaimed at the end of two years after such principal, premium or interest has become due and payable may be repaid to the Company or the Guarantor and the Holder of such
Security thereafter may look only to the Company or the Guarantor for payment thereof. 


B-20





 

        14.   Discharge and Defeasance.  



        The Company and the Guarantor at any time may be discharged from some or all of their respective obligations under the Securities, the Guarantees and the
Indenture upon compliance by the Company and the Guarantor, with certain conditions set forth therein, which provisions apply to this Security. 


        15.   Defaults and Remedies.  


        This Security has the Events of Default as set forth in Section 501 of the Indenture. 



        If
an Event of Default occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Securities then
outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), subject to certain limitations, may and the Trustee, upon the written request of such Holders
shall, declare the principal amount, premium, if any, and accrued but unpaid interest to the date of acceleration, on all of the Securities then outstanding to be due and payable and, upon any such
declaration, such principal amount, premium, if any, and such accrued but unpaid interest, shall become immediately due and payable. Certain events of bankruptcy or insolvency are Events of Default
and shall result in the Securities being due and payable immediately upon the occurrence of such Events of Default. 



        Holders
may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives an
indemnity satisfactory to it. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal,
premium, if any, or interest or Special Interest or Additional Amounts, if any) if it determines in good faith that withholding notice is in the interests of the Holders. Subject to certain
limitations, Holders of a majority in aggregate principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Holders of a majority in aggregate principal amount
of the Securities then outstanding by written notice to the Company and the Trustee may waive any existing Default or Event of Default and its consequences under the Indenture except a continuing
Default or Event of Default in the payment of principal, premium, if any, or interest or Special Interest or Additional Amounts, if any. The Company is required to deliver to the Trustee annually a
statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or
Event of Default. 


        16.   Trustee Dealings with Company.  



        Subject to certain limitations, the Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the
Company, the Guarantor or any Affiliate of the Company or the Guarantor with the same rights it would have if it were not Trustee. Any Paying Agent, Security Registrar, co-Security
Registrar or co-Paying Agent may do the same with like rights. 


B-21





 

        17.   No Recourse Against Others.  



        No past, present or future director, officer, employee, incorporator or stockholder of the Company or the Guarantor, as such, shall have any liability for any
obligations of the Company or the Guarantor under the Indenture, the Securities, the Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each
Holder by accepting a Security waives and releases all such liability. 


        18.   Authentication.  



        This Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. 


        19.   Abbreviations.  


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


        20.   Additional Rights of Holders of Restricted Global Securities and Restricted Definitive
Securities.


        In
addition to the rights provided to Holders of Securities under the Indenture, Holders of Restricted Securities shall have all the rights set forth in the Registration Rights
Agreement. 


        21.   CUSIP Numbers.  



        Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the
Securities and has directed the Trustee to use CUSIP numbers in notices of redemption or notices of Offers to Purchase as a convenience to Holders. No representation is made as to the correctness of
such numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers printed thereon and any such redemption
shall not be affected by any defect in or omission of such numbers. 



        The
Company shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: Quebecor World Inc., 612 Saint-Jacques Street,
Montreal, Quebec, Canada, H3C 4M8, Attention: General Counsel. 


        22.   Governing Law.  


        The internal law of the State of New York shall govern and be used to construe this Security. 


B-22





 
 
 

ASSIGNMENT FORM    
    


To
assign and transfer this Security, fill in the form below: 



(I)
or (we) assign and transfer this Security to 









(Insert assignee's social security or tax I.D. no.)


 







(Print or type assignee's name, address and postal code) 





and
irrevocably appoint
                                         
        as agent to transfer this Security on the books of the Company. The agent may substitute another to act for him. 


Your
Signature:                                       
                                          
                

(Sign exactly as your name appears on the other side of this Security) 


Signature
Guarantee:                                       
                                          
                

(Participant in a recognized signature guarantee medallion program) 


Date:
                                         
                                          
                                     
 


Certifying
Signature:
                                         
                                          
                                      



        In
connection with any transfer of any Securities evidenced by this certificate occurring prior to the date that is two years after the later of the date of original issuance of such
Securities and the last date, if any, on which the Securities were owned by the Company or any Affiliate of the Company, the undersigned confirms that such Securities are being transferred in
accordance with the transfer restrictions set forth in such Securities and that such transfer is being made: 


CHECK
ONE BOX BELOW 



	

 	
 	

 	
 	

 
	(1)	 	o	 	to the Company; or
	

(2)	
 	

o	
 	

pursuant to and in compliance with Rule 144A under the U.S. Securities Act of 1933; or
	

(3)	
 	

o	
 	

pursuant to and in compliance with Regulation S under the U.S. Securities Act of 1933; or
	

(4)	
 	

o	
 	

pursuant to another available exemption from the registration requirements of the U.S. Securities Act of 1933; or
	

(5)	
 	

o	
 	

pursuant to an effective registration statement under the U.S. Securities Act of 1933.




B-23





 

        Unless
one of the boxes is checked, the Trustee will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder
thereof; provided, however, that if box (2) is checked, by executing this form, the Transferor is deemed to have certified that such Securities
are being transferred to a person it reasonably believes is a "qualified institutional buyer" as defined in Rule 144A under the U.S. Securities Act of 1933 who has received notice that
such transfer is being made in reliance on Rule 144A; if box (3) is checked, by executing this form, the Transferor is deemed to have certified that such transfer is made pursuant to an
offer and sale that occurred outside the United States in compliance with Regulation S under the U.S. Securities Act of 1933; and if box (4) is checked, the Trustee may
require, prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Company reasonably requests to confirm that such transfer is being
made pursuant to an exemption from or in a transaction not subject to, the registration requirements of the U.S. Securities Act of 1933. 


Signature:
                                         
                                          
                       
 


Signature
Guarantee: 


                                        
                                          
                                      

(Participant in a recognized signature guarantee medallion program) 


Certifying
Signature:
                                         
        Date:
                                         
       
 


Signature
Guarantee:
                                         
                                          
             

(Participant in a recognized signature guarantee medallion program) 


B-24









QuickLinks


Indenture


QUEBECOR WORLD CAPITAL CORPORATION 1 Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of November 3, 2003


TABLE OF CONTENTS2


RECITALS OF THE COMPANY

ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


ARTICLE TWO SECURITY FORMS

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

GUARANTEE OF QUEBECOR WORLD INC.


ARTICLE THREE THE SECURITIES


ARTICLE FOUR SATISFACTION AND DISCHARGE


ARTICLE FIVE REMEDIES

ARTICLE SIX THE TRUSTEE


ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTOR

ARTICLE EIGHT CONSOLIDATION, AMALGAMATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

ARTICLE NINE SUPPLEMENTAL INDENTURES

ARTICLE TEN COVENANTS

ARTICLE ELEVEN REDEMPTION OF SECURITIES



ARTICLE TWELVE SINKING FUNDS

ARTICLE THIRTEEN REPAYMENT AT OPTION OF HOLDERS

ARTICLE FOURTEEN DEFEASANCE AND COVENANT DEFEASANCE

ARTICLE FIFTEEN GUARANTEE OF SECURITIES

ARTICLE SIXTEEN MEETINGS OF HOLDERS OF SECURITIES


SCHEDULE A SCHEDULE OF PRINCIPAL AMOUNT


ANNEX A FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM RESTRICTED GLOBAL SECURITY TO REGULATION S GLOBAL SECURITY


ANNEX B FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM REGULATION S GLOBAL NOTE TO RESTRICTED GLOBAL NOTE


EXHIBIT A FORMS OF CERTIFICATION

EXHIBIT A-1

FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE CERTIFICATE [ Insert title or sufficient description of Securities to be
delivered ]



EXHIBIT A-2

FORM OF CERTIFICATION TO BE GIVEN BY HOLDERS OF BENEFICIAL INTEREST IN A TEMPORARY REGULATION S GLOBAL SECURITY TO EUROCLEAR OR CLEARSTREAM OWNER SECURITIES CERTIFICATION



EXHIBIT A-3

FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND CLEARSTREAM IN CONNECTION WITH THE EXCHANGE OF A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE CERTIFICATE [
Insert title or sufficient description of Securities to be delivered ]



QUEBECOR WORLD CAPITAL CORPORATION % SENIOR NOTES DUE 20

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

GUARANTEE OF QUEBECOR WORLD INC.

[Reverse Side of the Global Security]

ASSIGNMENT FORM