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Exhibit 4.4  


        REGISTRATION RIGHTS AGREEMENT  


by
and among 


Quebecor World Capital Corporation


and 


Quebecor World Inc.


and



Citigroup Global Markets Inc.

Banc of America Securities LLC

RBC Dominion Securities Corporation

ABN AMRO Incorporated

BNP Paribas Securities Corp.

Scotia Capital (USA) Inc.

TD Securities (USA) Inc.

Harris Nesbitt Corp.

Wachovia Capital Markets, LLC

CIBC World Markets Corp.

Putnam Lovell NBF Securities Inc.

Barclays Capital Inc.

Fleet Securities, Inc.

Tokyo-Mitsubishi International plc  


Dated
as of November 3, 2003 







 
 

REGISTRATION RIGHTS AGREEMENT    
    


        This Registration Rights Agreement (this "Agreement") is made and entered into as of November 3, 2003, by and among Quebecor World Capital Corporation, a
Delaware corporation (the "Company"), Quebecor World Inc., a corporation amalgamated under the laws of Canada (the "Guarantor"), and Banc of America Securities LLC and Citigroup Global
Markets Inc. (each an "Initial Purchaser" and, collectively, the "Initial Purchasers"). Each of the Initial Purchasers has agreed to purchase the Company's Initial Notes (as defined below)
pursuant to the Purchase Agreement (as defined below). 


        This
Agreement is made pursuant to the Purchase Agreement (as defined below). In order to induce the Initial Purchasers to purchase the Initial Notes, the Company and the Guarantor have
agreed, for the benefit of each Initial Purchaser and for the benefit of the holders from time to time of the Notes (including each Initial Purchaser) to provide the registration rights set forth in
this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(h) of the Purchase Agreement, and capitalized
terms not defined herein are used as defined in the Purchase Agreement. 


        The
parties hereby agree as follows: 


        SECTION
1.    Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings: 


        Advice:    As defined in Section 6(c) hereof. 



        Broker-Dealer:    Any broker or dealer registered as such under the Exchange Act. 


        Business Day:    Any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust
companies are authorized or obligated by law to close in New York City. 


        Closing Date:    The date of this Agreement. 



        Commission:    The United States Securities and Exchange Commission. 


        Consummate:    A registered Exchange Offer shall be deemed "Consummated" for purposes of this Agreement when (i) the
Exchange Offer Registration Statement has been filed and declared effective by the Commission, (ii) such Registration Statement was kept continuously effective and the Exchange Offer was kept
open for a period not less than the minimum period required pursuant to Section 3(b) hereof and (iii) the Company has delivered to the Registrar under the Indenture Exchange Notes in the
same aggregate principal amount as the aggregate principal amount of Initial Notes that were tendered by Holders thereof pursuant to the Exchange Offer. 


        Controlling person:    As defined in Section 8(a) hereof. 


        Effectiveness Target Date:    As defined in Section 5 hereof. 





 

        Exchange Act:    The United States Securities Exchange Act of 1934, as amended. 


        Exchange Notes:    The 47/8% Senior Notes due 2008 and the 61/8% Senior Notes due 2013,
of the
same series under the Indenture as the Initial Notes, including the Guarantees attached thereto, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement. 


        Exchange Offer:    The registration under the Securities Act of the Exchange Notes pursuant to a Registration Statement pursuant
to which the Holders of all outstanding Transfer Restricted Securities are offered the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange
Notes in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders. 


        Exchange Offer Registration Statement:    The Registration Statement relating to the Exchange Offer, including the related
Prospectus. 


        Holder:    As defined in Section 2(b) hereof. 



        Indemnified Holder:    As defined in Section 8(a) hereof. 


        Indenture:    The Indenture, dated as of November 3, 2003, among the Company, the Guarantor and Citibank
N.A., as trustee (the "Trustee"), pursuant to which the Notes are to be issued, as such Indenture is amended or supplemented from time to time in
accordance with the terms thereof. 


        Initial Notes:    The 47/8% Senior Notes due 2008 and the 61/8% Senior Notes due 2013,
of the same
series under the Indenture as the Exchange Notes, including the Guarantees attached thereto, for so long as such securities constitute Transfer Restricted Securities. 


        Initial Placement:    The issuance and sale by the Company of the Initial Notes to the Initial Purchasers pursuant to the
Purchase Agreement. 


        Interest Payment Date:    As defined in the Indenture and the Notes. 


        NASD:    National Association of Securities Dealers, Inc. 



        Notes:    The Initial Notes and the Exchange Notes. 


        Person:    An individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political
subdivision thereof. 


        Prospectus:    The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and
by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus. 



        Purchase Agreement:    The Purchase Agreement, dated as of October 29, 2003, among the Company, the Guarantor and the
Initial Purchasers. 


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        Registration Default:    As defined in Section 5 hereof. 



        Registration Statement:    Any registration statement of the Company and the Guarantor relating to (a) an offering of
Exchange Notes pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the
provisions of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and
material incorporated by reference therein. 


        Securities Act:    The United States Securities Act of 1933, as amended. 



        Shelf Filing Deadline:    As defined in Section 4(a) hereof. 


        Shelf Registration Statement:    As defined in Section 4(a) hereof. 


        Special Interest:    As defined in Section 5 hereof. 


        Transfer Restricted Securities:    Each Initial Note, until the earliest to occur of (a) the date on which such Initial
Note is exchanged in the Exchange Offer and entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Securities Act, (b) the
date on which such Initial Note has been effectively registered under the Securities Act and disposed of in accordance with a Shelf Registration Statement and (c) the date on which such Initial
Note is distributed to the public pursuant to Rule 144 under the Securities Act or by a Broker-Dealer pursuant to the "Plan of Distribution" contemplated by the Exchange Offer Registration
Statement (including delivery of the Prospectus contained therein). 


        Trust Indenture Act:    The United States Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa, et seq.) as in
effect on the date of the Indenture. 


        Underwritten Registration or Underwritten Offering:    A registration in which securities of the Company are sold to an
underwriter for reoffering to the public. 


        SECTION
2.    Securities Subject to this Agreement.



        (a)   Transfer Restricted Securities.    The securities entitled to the benefits of this Agreement are the Transfer
Restricted Securities. 


        (b)   Holders of Transfer Restricted Securities.    A Person is deemed to be a holder of Transfer Restricted
Securities (each, a "Holder") whenever such Person owns Transfer Restricted Securities. 




        SECTION
3.    Registered Exchange Offer.



        (a)   Unless
the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been
complied with), the Company and the Guarantor shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 days after the
Closing Date (or if such 90th day is not a Business Day, the next succeeding Business Day), a Registration Statement 



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under
the Securities Act relating to the Exchange Notes and the Exchange Offer, (ii) use their best efforts to cause such Registration Statement to become effective at the earliest possible
time, but in no event later than 150 days after the Closing Date (or if such 150th day is not a Business Day, the next succeeding Business Day), (iii) in connection with
the foregoing, (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective,
(B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings
in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer and
(iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the
appropriate form permitting registration of (i) the offers of the Exchange Notes in exchange for the Transfer Restricted Securities and (ii) the resales of Exchange Notes held by
Broker-Dealers as contemplated by Section 3(c) below. 


        (b)   The
Company and the Guarantor shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of
not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that
in no event shall such period be less than 30 days after the date notice of the Exchange Offer is mailed to the Holders. The Company and the Guarantor shall cause the Exchange Offer to comply
with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantor shall
use their best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than
180 days after the Closing Date (or if such 180th day is not a Business Day, the next succeeding Business Day). 


        (c)   The
Company and the Guarantor shall indicate in a "Plan of Distribution" section contained in the Prospectus forming a part of the Exchange Offer Registration Statement
that any Broker-Dealer who holds Initial Notes that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities
(other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an
"underwriter" within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Notes
received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer
Registration Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit
such resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer except to the extent required by the
Commission as a result of a change in policy after the date of this Agreement. 




        The
Company and the Guarantor shall use their best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the
provisions of Section 6(c) below to the extent necessary to ensure that it is available for resales 


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of
Exchange Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this
Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the date
on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with
market-making or other trading activities. 


        The
Company and the Guarantor shall provide sufficient copies of the latest version of such Prospectus to Broker-Dealers promptly upon request at any time during such 180-day
(or shorter as provided in the foregoing sentence) period in order to facilitate such resales. 


        SECTION
4.    Shelf Registration



        (a)   Shelf Registration.    If (i) the Company and the Guarantor are not required to file an Exchange Offer
Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)
below have been complied with), (ii) for any reason the Exchange Offer is not Consummated within 180 days after the Closing Date (or if such 180th day is not a Business
Day, the next succeeding Business Day), or (iii) with respect to any Holder of Transfer Restricted Securities, such Holder notifies the Company prior to 20th day following the
Consummation of the Exchange Offer that (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) such Holder may not resell
the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate
or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer and holds Initial Notes acquired directly from the Company or one of its affiliates, then, upon such Holder's
request, the Company and the Guarantor shall: 



        (x)   cause
to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer Registration
Statement (in either event, the "Shelf Registration Statement") as soon as practicable but in any event on or prior to 90 days after the date on which the filing obligation arises (or if such
90th day is not a Business Day, the next succeeding Business Day) (such date being the "Shelf Filing Deadline"), which Shelf Registration Statement shall provide for resales of all
Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof; and 


        (y)   use
their best efforts to cause such Shelf Registration Statement to be declared effective by the Commission on or before the 150th day after date on which
the filing obligation arises (or if such 150th day is not a Business Day, the next succeeding Business Day). 





        The
Company and the Guarantor shall use their best efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of
Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Notes by the Holders of Transfer Restricted Securities entitled to the benefit of this 


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Section 4(a),
and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time
to time, for a period of at least two years following the Closing Date (or shorter period that will terminate when all the Notes covered by such Shelf Registration Statement have been sold pursuant to
such Shelf Registration Statement). 



        (b)   Provision by Holders of Certain Information in Connection with the Shelf Registration Statement.    No Holder
of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the
Company in writing, within 20 business days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with any Shelf Registration Statement or
Prospectus or preliminary Prospectus included therein. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to
be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading. 




        Special Interest.    If (i) any of the Registration Statements required by this Agreement is not filed with the
Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the
date specified for such effectiveness in this Agreement (the "Effectiveness Target Date"), (iii) the Exchange Offer has not been Consummated within 30 days after the Effectiveness Target
Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be
effective or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is
itself immediately declared effective, unless a Shelf Registration Statement or its related Prospectus ceases to be effective or usable solely as a result of the occurrence of a material event with
respect to the Company and/or the Guarantor that would be required by law to be described in such Shelf Registration Statement or the related Prospectus,  provided that the Company is proceeding promptly
and in good faith to amend or supplement such Shelf Registration Statement or the related Prospectus to
describe such event, (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Company and the Guarantor hereby agree that the interest rate borne by the
Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by an
additional 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increase exceed 1.00% per annum. Such additional interest to be paid pursuant to a
Registration Default is referred to herein as "Special Interest." Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by
the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest
rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. 


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        All Special Interest accrued pursuant to this Section 5 shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each
Interest Payment Date, as more fully set forth in the Indenture and the Notes. 


        All
obligations of the Company and the Guarantor set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security
ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Note shall have been satisfied in full. 


        SECTION
6.    Registration Procedures


        (a)    Exchange Offer Registration Statement.    In connection with the Exchange Offer, the Company and the Guarantor
shall comply with all of the provisions of Section 6(c) below, shall use their best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance
with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: 



        (i)    If
in the reasonable opinion of counsel to the Company there is a question as to whether the Exchange Offer is permitted by applicable law, the Company and the Guarantor
hereby agree to diligently pursue a favorable decision from the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Initial Notes. 



        (ii)   As
a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the
request of the Company, prior to the Consummation thereof, a written representation to the Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration
Statement) to the effect that (A) it is not an affiliate of the Company or the Guarantor, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or
understanding with any person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of
business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company's and the Guarantor's preparations for the Exchange Offer. Each Holder hereby
acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not
under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and
Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action
letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the
Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security
holder information required by Item 507 or 508,
as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from the Company. 



7





 

        (b)    Shelf Registration Statement.    In connection with the Shelf Registration Statement, the Company and the
Guarantor shall comply with all the provisions of Section 6(c) below and shall use their best efforts to effect such registration to permit the sale of the Transfer Restricted Securities being
sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto the Company and the Guarantor will, in accordance with the time limitations set forth in
Section 4 of this Agreement, prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Securities Act, which form shall be
available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof. 


        (c)    General Provisions.    In connection with any Registration Statement and any Prospectus required by this
Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Notes by
Broker-Dealers), the Company and the Guarantor shall: 



        (i)        use
their best efforts to keep such Registration Statement continuously effective and provide all requisite financial statements (including, if required by
the Securities Act or any regulation thereunder, financial statements of the Guarantor for the period specified in Section 3 or 4 of this Agreement, as applicable; upon the occurrence of
any event that would cause (A) any such Registration Statement to contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, (B) the Prospectus contained in the Registration Statement to contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (C) any such Registration Statement or
the Prospectus contained therein not to be effective or usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Company and the Guarantor shall file
promptly an appropriate amendment to such Registration Statement, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A), (B)
or (C), use their best efforts to cause such amendment to be declared effective and such Registration Statement and the related Prospectus to become usable for their intended purpose(s) as soon
as practicable thereafter; 


        (ii)       prepare
and file with the Commission such amendments and post-effective amendments to the Registration Statement as may be necessary to keep
the Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as applicable, or such shorter period as will terminate when all Transfer Restricted
Securities covered by such Registration Statement have been sold; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to
Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the
provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods
of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus; 



8





 

        (iii)      advise
the underwriter(s), if any, and selling Holders promptly and, if requested by such Persons, to confirm such advice in writing, (A) when the
Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any Registration Statement or any post-effective amendment thereto,
when the same has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional
information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by
any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding
purposes, (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or
supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in (1) the Registration Statement in order to correct an
omission of a material fact necessary to make the statements therein not misleading, or (2) the Prospectus in order to correct an omission of a material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement,
or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state
securities or Blue Sky laws, the Company and the Guarantor shall use their reasonable best efforts to obtain the withdrawal or lifting of such order at the earliest possible time; 


        (iv)      furnish
without charge to each of the Initial Purchasers, each selling Holder named in any Registration Statement, and each of the underwriter(s), if any,
before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including
all documents incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the review of such Holders and underwriter(s) in connection with
such sale, if any, for a period of at least five business days, and the Company and any Guarantor will not file any such Registration Statement or Prospectus or any amendment or supplement to any such
Registration Statement or Prospectus (including all such documents incorporated by reference) to which an Initial Purchaser of Transfer Restricted Securities covered by such Registration Statement or
the underwriter(s), if any, shall reasonably object in writing within five business days after the receipt thereof (such objection to be deemed timely made upon confirmation of telecopy transmission
within such period). 


        (v)       promptly
prior to the filing of any document that is to be incorporated by reference into a Registration Statement or Prospectus, provide copies of such
document to the Initial Purchasers, each selling Holder named in any Registration Statement, and to the underwriter(s), if any, make the representatives of the Company and the Guarantor available for
discussion of such document and other customary due diligence matters, and include such information in such document prior to the filing thereof as such selling Holders or underwriter(s), if any,
reasonably may request; 



9





 

        (vi)      make
available at reasonable times for inspection by the Initial Purchasers, any managing underwriter participating in any disposition pursuant to such
Registration Statement and any attorney or accountant retained by such Initial Purchasers or any of the underwriter(s), all financial and other records, pertinent corporate documents and properties of
the Company and the Guarantor as is customary for similar due diligence examinations and cause the Company's and the Guarantor's officers, directors and employees to supply all information reasonably
requested by any such Holder, underwriter, attorney or accountant in connection with such Registration Statement subsequent to the filing thereof and prior to its effectiveness;  provided that all
information and documents supplied by the Company shall be kept confidential by the receiving parties unless disclosure is required by
law or regulation, or by any regulatory authority, stock exchange, court or administrative order; 



        (vii)     if
requested by any selling Holders or the underwriter(s), if any, promptly incorporate in any Registration Statement or Prospectus, pursuant to a
supplement or post-effective amendment if necessary, such information as such selling Holders and underwriter(s), if any, may reasonably request to have included therein, including,
without limitation, information relating to the "Plan of Distribution" of the Transfer Restricted Securities, information with respect to the principal amount of Transfer Restricted Securities being
sold to such underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings
of such Prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be incorporated in such Prospectus supplement or
post-effective amendment; 


        (viii)     cause
the Transfer Restricted Securities covered by the Registration Statement to be rated with the appropriate rating agencies, if so requested by the
Holders of a majority in aggregate principal amount of Notes covered thereby or the underwriter(s), if any; 


        (ix)      furnish
to each selling Holder and each of the underwriter(s), if any, without charge, at least one copy of the Registration Statement, as first filed
with the Commission, and of each amendment thereto, including financial statements and schedules, all documents incorporated by reference therein and all exhibits (including exhibits incorporated
therein by reference); 


        (x)       deliver
to each selling Holder and each of the underwriter(s), if any, without charge, as many copies of the Prospectus (including each preliminary
prospectus) and any amendment or supplement thereto as such Persons reasonably may request; the Company and the Guarantor hereby consent, subject to the provisions of this Agreement, to the use of the
Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in connection with the offering and the sale of the Transfer Restricted
Securities covered by the Prospectus or any amendment or supplement thereto; 



        (xi)      enter
into such agreements (including an underwriting agreement) and make such representations and warranties in form, substance and scope as are 



10





 

customarily
made by issuers to underwriters, and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant
to any Registration Statement contemplated by this Agreement, all to such extent as may be reasonably requested by any Initial Purchaser or by any Holder of Transfer Restricted Securities or
underwriter in connection with any sale or resale pursuant to any Registration Statement contemplated by this Agreement; and whether or not an underwriting agreement is entered into and whether or not
the registration is an Underwritten Registration, the Company and the Guarantor shall: 



        (A)      furnish
to each Initial Purchaser, each selling Holder and each underwriter, if any, in such substance and scope as they may request and as are customarily
made by issuers to underwriters in primary underwritten offerings, upon the date of the Consummation of the Exchange Offer and, if applicable, the effectiveness of the Shelf Registration Statement: 



        (1)       a
certificate, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be,
signed by (y) the President or any Vice President and (z) a principal financial or accounting officer of each of the Company and the Guarantor, confirming, as of the date thereof, the
matters set forth in paragraphs (i), (ii) and (iii) of Section 5 (e) of the Purchase Agreement and such other matters as such parties may reasonably request; 


        (2)       opinions,
dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, of
Canadian and United States counsel for the Company and the Guarantor, covering the matters set forth in paragraphs (c) and (d) of Section 5 of the Purchase Agreement and
such other matters as such parties may reasonably request, and in any event including a statement to the effect that such counsel has participated in conferences with officers and other
representatives of the Company and the Guarantor, representatives of the independent public accountants for the Company and the Guarantor, the Initial Purchasers' representatives and the Initial
Purchasers' counsel in connection with the preparation of such Registration Statement and the related Prospectus and have considered
the matters required to be stated therein and the statements contained therein, although such counsel has not independently verified the accuracy, completeness or fairness of such statements; and that
such counsel advises that, on the basis of the foregoing (relying as to materiality to a large extent upon facts provided to such counsel by officers and other representatives of the Company and the
Guarantor and without independent check or verification), no facts came to such counsel's attention that caused such counsel to believe that the applicable Registration Statement, at the time such
Registration Statement or any post-effective amendment thereto became effective, and, in the case of the Exchange Offer 





11





 



Registration
Statement, as of the date of Consummation, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the
statements therein not misleading, or that the Prospectus contained in such Registration Statement as of its date and, in the case of the opinion dated the date of Consummation of the Exchange Offer,
as of the date of Consummation, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. Without limiting the foregoing, such counsel may state further that such counsel assumes no responsibility for, and has not independently verified, the
accuracy, completeness or fairness of the financial statements, notes and schedules and other financial data included in any Registration Statement contemplated by this Agreement or the related
Prospectus; and 


        (3)       a
customary comfort letter, dated as of the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as
the case may be, from the Company's and Guarantor's independent accountants, in the customary form and covering matters of the type customarily covered in comfort letters to underwriters in connection
with primary underwritten offerings, and affirming the matters set forth in the comfort letters delivered pursuant to Section 5(a) of the Purchase Agreement, without exception; 




        (B)      set
forth in full or incorporate by reference in the underwriting agreement, if any, the indemnification provisions and procedures of Section 8
hereof with respect to all parties to be indemnified pursuant to said Section; and 


        (C)      deliver
such other documents and certificates as may be reasonably requested by such parties to evidence compliance with clause (A) above and with
any customary conditions contained in the underwriting agreement or other agreement entered into by the Company or the Guarantor pursuant to this clause (xi), if any. 




If
at any time the representations and warranties of the Company and the Guarantor contemplated in clause (A)(1) above cease to be true and correct, the Company or the Guarantor shall so advise
the Initial Purchasers and the underwriter(s), if any, and each selling Holder promptly and, if requested by such Persons, shall confirm such advice in writing; 


        (xii)     prior
to any public offering of Transfer Restricted Securities, cooperate with the selling Holders, the underwriter(s), if any, and their respective
counsel in connection with the registration and qualification of the Transfer Restricted Securities under the securities or Blue Sky laws of such jurisdictions in the United States as the
selling Holders or underwriter(s) may request and do any and all other acts or things 



12





 

necessary
or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Registration Statement; provided,
however, that neither the Company nor any Guarantor shall be required to register or qualify as a foreign corporation where it is not then so qualified or to take any action
that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not then so
subject; 


        (xiii)     shall
issue, upon the request of any Holder of Initial Notes covered by the Shelf Registration Statement, or if the Exchange Offer is to be consummated,
Exchange Notes, having an aggregate principal amount equal to the aggregate principal amount of Initial Notes surrendered to the Company by such Holder in exchange therefor or being sold by such
Holder; such Exchange Notes to be registered in the name of such Holder or in the name of the purchaser(s) of such Notes, as the case may be; in return, the Initial Notes held by such Holder shall be
surrendered to the Company for cancellation; 


        (xiv)     cooperate
with the selling Holders and the underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing
Transfer Restricted Securities to be sold and not bearing any restrictive legends; and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the
Holders or the underwriter(s), if any, may request at least two business days prior to any sale of Transfer Restricted Securities made by such underwriter(s); 


        (xv)     if
any fact or event contemplated by clause (c)(iii)(D) above shall exist or have occurred, prepare a supplement or post-effective
amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers
of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; 


        (xvi)     provide
a CUSIP number for all Transfer Restricted Securities not later than the effective date of the Registration Statement and provide the Trustee
under the Indenture with printed certificates for the Transfer Restricted Securities which are in a form eligible for deposit with the Depository Trust Company; 


        (xvii)     cooperate
and assist in any filings required to be made with the NASD and in the performance of any due diligence investigation by any underwriter
(including any "qualified independent underwriter") that is required to be retained in accordance with the rules and regulations of the NASD, and use their reasonable best efforts to cause such
Registration Statement to be approved by such governmental agencies or authorities as may be necessary to enable the Holders selling Transfer Restricted Securities to consummate the disposition of
such Transfer Restricted Securities; 


        (xviii)     otherwise
use their best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security
holders a consolidated earnings statement of the Company meeting the requirements of Rule 158 



13





 

(which
need not be audited) for the twelve-month period, no later than 45 days, or 90 days in the case that such period is a fiscal year, (A) commencing at the end of any fiscal
quarter in which Transfer Restricted Securities are sold to underwriters in a firm or best efforts Underwritten Offering or (B) if not sold to underwriters in such an offering, beginning with
the first month of the Company's first fiscal quarter commencing after the effective date of the Registration Statement; 


        (xix)     cause
the Indenture to be qualified under the Trust Indenture Act not later than the effective date of the first Registration Statement required by this
Agreement, and, in connection therewith, cooperate with the Trustee and the Holders of Notes to effect such changes to the Indenture as may be required for such Indenture to be so qualified in
accordance with the terms of the Trust Indenture Act; and to execute and use their best efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other
forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner; 


        (xx)     cause
all Transfer Restricted Securities covered by the Registration Statement to be listed on each securities exchange on which similar securities issued
by the Company are then listed if requested by the Holders of a majority in aggregate principal amount of Initial Notes or the managing underwriter(s), if any; 



        (xxi)     provide
promptly to each Holder upon request each document filed with the Commission pursuant to the requirements of Section 13 and
Section 15 of the Exchange Act; 


        (xxii)     prior
to the commencement of the Exchange Offer, apply for and receive an order under subsection 82(3) of the Canada Business Corporations Act
exempting the Indenture from the applicable provisions of that act. 




        Each
Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any notice from the Company of the existence of any fact of the kind described in
Section 6(c)(iii)(D) hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until such Holder's receipt
of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xv) hereof, or until it is advised in writing (the "Advice") by the Company that the use of the
Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. If so directed by the Company, each Holder will
deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Transfer Restricted Securities that was
current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of such Registration Statement set forth in
Section 3 or 4 hereof, as applicable, shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to
Section 6(c)(iii)(D) hereof to and including the date when each selling Holder covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus
contemplated by Section 6(c)(xv) hereof or shall have received the Advice; however, no such extension shall be taken into account in determining whether Special Interest is due pursuant to
Section 5 hereof or the 


14





 

amount
of such Special Interest, it being agreed that the Company's option to suspend use of a Registration Statement pursuant to this paragraph shall be treated as a Registration Default for purposes
of Section 5. 


        SECTION
7.    Registration Expenses.


        (a)   All
expenses incident to the Company's or the Guarantor's performance of or compliance with this Agreement will be borne by the Company or the Guarantor, regardless of
whether a Registration Statement becomes effective, including without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder
with the NASD (and, if applicable, the fees and expenses of any "qualified independent underwriter" and its counsel that may be required by the rules and regulations of the NASD)); (ii) all
fees and expenses of compliance with federal securities and state Blue Sky or securities laws; (iii) all expenses of printing (including printing certificates for the Exchange Notes to be
issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company, the Guarantor and, subject
to Section 7(b) below, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Notes on a national securities exchange
or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of independent certified public accountants of the Company and the Guarantor (including
the expenses of any special audit and comfort letters required by or incident to such performance). 


        The
Company and the Guarantor will, in any event, bear their internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or
accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company or the Guarantor. 


        (b)   In
connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf
Registration Statement), the Company and the Guarantor, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange
Offer and/or resold pursuant to the "Plan of Distribution" contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the
reasonable fees and disbursements of not more than one counsel, who shall be Shearman & Sterling LLP or such other counsel as may be chosen by the Holders of a majority in principal
amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared. 


        SECTION
8.    Indemnification.


        (a)   The
Company agrees and the Guarantor, jointly and severally, agree to indemnify and hold harmless (i) each Holder and (ii) each Person, if any, who
controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the persons referred to in this clause (ii) being
hereinafter referred to as a "controlling person") and (iii) the respective officers, directors, partners, employees, representatives and agents of any Holder or any controlling person (any
person referred to in clause (i), (ii) or (iii) may hereinafter 


15





 

be
referred to as an "Indemnified Holder"), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, actions and expenses (including without
limitation and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing, settling, compromising, paying or defending any claim or action, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to any Indemnified Holder), joint or several, directly or indirectly
caused by, related to, based upon, arising out of or in connection with (A) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any
amendment or supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or
(B) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto), or any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except (i) insofar
as such losses, claims, damages, liabilities or expenses are caused by an untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with
information relating to any of the Holders furnished in writing to the Company by any of the Holders expressly for use therein and (ii) the Company and the Guarantor shall not be liable in any
such case to the extent that such loss, claim, damage or liability arises out of or is based upon the use of a Registration Statement after (x) a stop order has been issued by the Commission in
respect of a Registration Statement or any proceedings for such purposes have been initiated or (y) a Registration Statement has been suspended, so long as in the case of (x) and (y),
the Holders shall have received prior notice of such action from the Company in accordance with this Agreement. This indemnity agreement shall be in addition to any liability which the Company and the
Guarantor may otherwise have. 


        In
case any action or proceeding (including any governmental or regulatory investigation or proceeding) shall be brought or asserted against any of the Indemnified Holders with respect
to which indemnity may be sought against the Company or the Guarantor, such Indemnified Holder (or the Indemnified Holder controlled by such controlling person) shall promptly notify the Company and
the Guarantor in writing (provided, that the failure to give such notice shall not relieve the Company or the Guarantor of their respective obligations
pursuant to this Agreement). Such Indemnified Holder shall have the right to employ its own counsel in any such action and the fees and expenses of such counsel shall be paid, as incurred, by the
Company and the Guarantor (regardless of whether it is ultimately determined that an Indemnified Holder is not entitled to indemnification hereunder). The Company and the Guarantor shall not, in
connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or
circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for such Indemnified Holders, which firm shall
be designated by the Holders. The Company and the Guarantor shall be liable for any settlement of any such action or proceeding effected with the Company's and the Guarantor's prior written consent,
which consent shall not be withheld unreasonably, and each of the Company and the Guarantor agrees to indemnify and hold harmless any Indemnified Holder from and against any loss, claim, damage,
liability or expense by reason of any settlement of any action effected with the written consent of the Company. The Company and the Guarantor shall not, without the prior written consent of each
Indemnified Holder, settle or compromise or 


16





 

consent
to the entry of judgment in or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not any Indemnified Holder is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Holder from all
liability arising out of such action, claim, litigation or proceeding. 


        (b)   Each
Holder of Transfer Restricted Securities agrees, severally and not jointly, to indemnify and hold harmless the Company and the Guarantor and their respective
directors, officers of the Company who sign a Registration Statement, and any person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act) the Company, the Guarantor and the respective officers, directors, partners, employees, representatives and agents of each such person, to the same extent as the foregoing indemnity from the
Company and the Guarantor to each of the Indemnified Holders, but only with respect to claims and actions based on information furnished in writing by such Holder expressly for use in any Registration
Statement. In case any action or proceeding shall be brought against the Company, the Guarantor or their directors or officers or any such controlling person in respect of which indemnity may be
sought against a Holder of Transfer Restricted Securities, such Holder shall have the rights and duties given to the Company and/or the Guarantor pursuant to this Agreement, as applicable, and the
Company, the Guarantor or their directors or officers or such controlling person shall have the rights and duties given to each Holder by the preceding paragraph. 



        (c)   If
the indemnification provided for in this Section 8 is unavailable to an indemnified party under Section 8(a) or Section 8(b) hereof (other than
by reason of exceptions provided in those Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses referred to therein, then each applicable indemnifying party,
in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such
proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantor, on the one hand, and the Holders, on the other hand, from the Initial Placement (which in the
case of the Company and the Guarantor shall be deemed to be equal to the total gross proceeds from the Initial Placement as set forth on the cover page of the Offering Memorandum), the amount of
Special Interest which did not become payable as a result of the filing of the Registration Statement resulting in such losses, claims, damages, liabilities, judgments actions or expenses, and such
Registration Statement, or if such allocation is not permitted by applicable law, the relative fault of the Company and the Guarantor on the one hand, and of the Indemnified Holder, on the other hand,
in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of
the Company on the one hand and of the Indemnified Holder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information supplied by the Company or by the Indemnified Holder and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be
deemed to include, subject to the limitations set forth in the second paragraph of Section 8(a), 


17





 

any
legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. 



        The
Company, the Guarantor and each Holder of Transfer Restricted Securities agree that it would not be just and equitable if contribution pursuant to this Section 8(c) were
determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable
considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to in
the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, none of the Holders (nor any of their related Indemnified Holders) shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the total discount received by such Holder with respect to the Initial Notes exceeds the amount of any damages which such
Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders' obligations to contribute pursuant
to this Section 8(c) are several in proportion to the respective principal amount of Initial Notes held by each of the Holders hereunder and not joint. 



        SECTION
9.    Rule 144A.    The Company and the Guarantor each hereby agrees with each Holder, for so long as
any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective
purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such
Transfer Restricted Securities pursuant to Rule 144A. 


        SECTION
10.    Participation in Underwritten Registrations.    No Holder may participate in any Underwritten
Registration hereunder unless such Holder (a) agrees to sell such Holder's Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled
hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and
other documents required under the terms of such underwriting arrangements. 


        SECTION
11.    Selection of Underwriters.    The Holders of Transfer Restricted Securities covered by the Shelf
Registration Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker or investment bankers and
manager or managers that will administer the offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering;
provided, that such investment bankers and managers must be reasonably satisfactory to the Company. 


18







   
        SECTION 12.    Miscellaneous. 


        (a)    Remedies.    The Company and the Guarantor each hereby agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agree to waive the defense in any action for specific performance that a remedy at law
would be adequate. 


        (b)    No Inconsistent Agreements.    The Company will not, and will cause the Guarantor not to, on or after the date
of this Agreement enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions
hereof. Neither the Company nor any Guarantor has entered into any agreement granting any registration rights with respect to its securities to any Person. The rights granted to the Holders hereunder
do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company's securities under any agreement in effect on the date hereof. 


        (c)    Adjustments Affecting the Notes.    The Company and the Guarantor will not take any action, or permit any
change to occur, with respect to the Notes that would materially and adversely affect the ability of the Holders to Consummate any Exchange Offer. 


        (d)    Amendments and Waivers.    The provisions of this Agreement may not be amended, modified or supplemented, and
waivers or consents to or departures from the provisions hereof may not be given unless the Company has obtained the written consent of Holders of a majority of the outstanding principal amount of
Transfer Restricted Securities. Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose securities are being
tendered pursuant to the Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose securities are not being tendered pursuant to such Exchange Offer may be given
by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities being tendered or registered; provided that, with respect to any matter that directly or indirectly
adversely affects the rights of any Initial Purchaser hereunder, the Company shall obtain the written consent of each such Initial Purchaser with respect to which such amendment, qualification,
supplement, waiver, consent or departure is to be effective. 


        (e)    Notices.    All notices and other communications provided for or permitted hereunder shall be made in writing
by hand-delivery, first-class mail (registered or certified, return receipt requested), facsimile, or air courier guaranteeing overnight delivery: 



        (i)        if
to a Holder, at the address set forth on the records of the Registrar under the Indenture unless a more current address has been provided to the Company
by such Holder, with a copy to the Registrar under the Indenture; 


        (ii)       if
to the Company and the Guarantor: 



Quebecor
World Inc.

612 Saint Jacques Street, 4th Floor

Montreal, Quebec

H3C 4M8 Canada

Facsimile: (514) 964-9624

Attention: General Counsel 




19





 


With
a copy to: 


Arnold &
Porter

399 Park Avenue

New York, New York 10022-4690

Facsimile: (212) 715-1399

Attention: Christine D. Rogers, Esq. 




        (iii)      if
to the Initial Purchasers: 



Banc
of America Securities LLC

9 West 57th Street, Floor 2M

New York, New York

10019 USA

Facsimile: (212) 847-5184

Attention: High Grade Capital Markets Transaction Management 


With
a copy to: 


Shearman &
Sterling LLP

199 Bay Street, Commerce Court West

Suite 4405, P.O. Box 247

Toronto, Ontario M5L 1E8 


Facsimile:
(416) 360-2958

Attention: Christopher J. Cummings, Esq. 





        All
such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five business days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next business day, if timely delivered to an air courier guaranteeing overnight
delivery. 


        Copies
of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture. 


        (f)    Successors and Assigns.    This Agreement shall inure to the benefit of and be binding upon the successors and
assigns of each of the parties, including without limitation and without the need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided,
however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired
Transfer Restricted Securities from such Holder. 


20





 

        (g)    Counterparts.    This Agreement may be executed in any number of counterparts and by the parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 


        (h)    Headings.    The headings in this Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof. 


        (i)    Governing Law.    THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK. 


        (j)    Consent to Jurisdiction.    The Company and the Guarantor agree that any legal suit, action or proceeding,
arising out of or based upon this Agreement or the transactions contemplated hereby ("Related Proceedings") may be instituted in the federal courts of the United States of America located in
the City and County of New York or the courts of the State of New York in each case located in the City and County of New York (collectively, the "Specified Courts"), and each
party irrevocably submits to the non-exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a "Related Judgment"), as to
which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. The Company and the Guarantor irrevocably appoint CT Corporation System, as its agent to
receive service of process or other legal summons for the purposes of any such suit, action or proceeding that may be instituted in any state or federal court in the City and County of
New York. Service of any process, summons, notice or document upon such agent, and written notice of said service by mail to such party's address set forth above shall be effective service of
process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive, to the fullest extent permitted by applicable law, any objection to the
laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree, to the fullest extent permitted by applicable law, not to plead or
claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum. 


        (k)    Waiver of Immunity.    With respect to any Related Proceeding, each party irrevocably waives, to the fullest
extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to
which it might otherwise be entitled in the Specified Courts, and with respect to any Related Judgment, each party waives any such immunity in the Specified Courts or any other court of competent
jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity
pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended. 


21





 

        (l)    Judgment Currency.    If for the purposes of obtaining judgment in any court it is necessary to convert a sum
due hereunder into any currency other than U.S. dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange to be used shall be the rate
at which in accordance with normal banking procedures the indemnified party could purchase U.S. dollars with such other currency in The City of New York on the business day preceding
that on which final judgment is given. The obligations of the Company and the Guarantor in respect of any sum due from it to any indemnified party shall, notwithstanding any judgment in any currency
other than U.S. dollars, not be discharged until the first business day, following receipt by such indemnified party of any sum adjudged to be so due in such other currency, on which (and only
to the extent that) such indemnified party may in accordance with normal banking procedures purchase U.S. dollars with such other currency; if the U.S. dollars so purchased are less than
the sum originally due to such indemnified party hereunder, the Company and the Guarantor agree, as a separate obligation and notwithstanding any such judgment, to indemnify such indemnified party
against such loss. If the U.S. dollars so purchased are greater than the sum originally due to such indemnified party hereunder, such indemnified party agrees to pay the Company and the
Guarantor (but without duplication) an amount equal to the excess of the dollars so purchased over the sum originally due to such indemnified party hereunder. 


        (m)    Severability.    In the event that any one or more of the provisions contained herein, or the application
thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained
herein shall not be affected or impaired thereby. 


        (n)    Entire Agreement.    This Agreement together with the Purchase Agreement, the Notes and the Indenture is
intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the
subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by
the Company with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. 


22






        IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. 



	 	 	QUEBECOR WORLD CAPITAL CORPORATION
	

 	
 	

By:	
 	

/s/  CLAUDE HÉLIE      
 Name: Claude Hélie

Title: Executive Vice President
	

 	
 	

QUEBECOR WORLD INC.
	

 	
 	

By:	
 	

/s/  CLAUDE HÉLIE      
 Name: Claude Hélie

Title: Executive Vice President and

Chief Financial Officer
	

 	
 	

By:	
 	

/s/  DENIS AUBIN      
 Name: Dennis Aubin

Title: Senior Vice President,

Corporate Finance and Treasury








        The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written: 



CITIGROUP GLOBAL MARKETS INC.

BANC OF AMERICA SECURITIES LLC

RBC DOMINION SECURITIES CORPORATION

ABN AMRO INCORPORATED

BNP PARIBAS SECURITIES CORP.

SCOTIA CAPITAL (USA) INC.

TD SECURITIES (USA) INC.

HARRIS NESBITT CORP.

WACHOVIA CAPITAL MARKETS, LLC

CIBC WORLD MARKETS CORP.

PUTNAM LOVELL NBF SECURITIES INC.

BARCLAYS CAPITAL INC.

FLEET SECURITIES, INC.

TOKYO-MITSUBISHI INTERNATIONAL PLC



	 	 	By: Banc of America Securities LLC
	

 	
 	

By:	
 	

/s/  LILY CHANG      
 Name: Lily Chang

Title: Principal
	

 	
 	

By: Citigroup Global Markets Inc.
	

 	
 	

By:	
 	

/s/  CHANDA CARR      
 Name: Chanda Carr

Title: Vice President
	

 	
 	

For themselves and the several Initial Purchasers











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