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                                                                    EXHIBIT 4.3


                              SUN MEDIA CORPORATION

                            7 5/8% SENIOR NOTES DUE 2013


                          REGISTRATION RIGHTS AGREEMENT


                                                              New York, New York
                                                                February 7, 2003

Salomon Smith Barney Inc.
RBC Dominion Securities Corporation
TD Securities (USA) Inc.
BMO Nesbitt Burns Corp.
Credit Suisse First Boston Corporation
Scotia Capital (USA) Inc.
CIBC World Markets Corp.
   c/o Salomon Smith Barney Inc.
   388 Greenwich Street
   New York, New York 10013

Ladies and Gentlemen:

                  Sun Media Corporation, a company continued under the laws of
the Province of British Columbia (the "Company"), proposes to issue and sell its
7 5/8% Senior Notes due 2013 (the "Notes") to certain purchasers (the "Initial
Purchasers"), upon the terms set forth in a Purchase Agreement, dated as of
January 30, 2003, by and among the Company, the subsidiary guarantors signatory
thereto and the Initial Purchasers (the "Purchase Agreement") relating to the
initial placement of the Notes (the "Initial Placement"). The Notes will be
guaranteed (the "Guarantees" and, together with the Notes, the "Securities") on
an unsecured senior basis by each of the Company's direct and indirect
subsidiaries set forth on the signature page hereto (the "Subsidiary
Guarantors"). To induce the Initial Purchasers to enter into the Purchase
Agreement and to satisfy a condition of your obligations thereunder, the Company
and the Subsidiary Guarantors, jointly and severally, agree with you for your
benefit and the benefit of the holders from time to time of the Securities
(including the Initial Purchasers) (each a "Holder" and, together, the
"Holders"), as follows:

                  1.   DEFINITIONS. Capitalized terms used herein without
definition shall have their respective meanings set forth in the Purchase
Agreement. As used in this Agreement, the following capitalized defined terms
shall have the following meanings:

                  "Act" shall mean the Securities Act of 1933, as amended, and
the rules and regulations of the Commission promulgated thereunder.

                  "Affiliate" of any specified Person shall mean any other
Person that, directly or indirectly, is in control of, is controlled by, or is
under common control with, such specified



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Person. For purposes of this definition, control of a Person shall mean the
power, direct or indirect, to direct or cause the direction of the management
and policies of such Person whether by contract or otherwise; and the terms
"controlling" and "controlled" shall have meanings correlative to the foregoing.

                  "Broker-Dealer" shall mean any broker or dealer registered as
such under the Exchange Act.

                  "Business Day" shall mean 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.

                  "Commission" shall mean the Securities and Exchange
Commission.

                  "Company" shall have the meaning set forth in the preamble
hereto.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated
thereunder.

                  "Exchange Offer Registration Period" shall mean the period
following the consummation of the Registered Exchange Offer, which period shall
end on the sooner of the 180th day after the consummation of the Registered
Exchange Offer and the date on which all Exchanging Dealers have sold all New
Securities held by them (unless such period is extended pursuant to Section 5(k)
hereof).

                  "Exchange Offer Registration Statement" shall mean a
registration statement of the Company and the Subsidiary Guarantors on an
appropriate form under the Act with respect to the Registered Exchange Offer,
all amendments and supplements to such registration statement, including
post-effective amendments thereto, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by
reference therein.

                  "Exchanging Dealer" shall mean any Holder (which may include
any Initial Purchaser) that is a Broker-Dealer and elects to exchange for New
Securities any Securities that it acquired for its own account as a result of
market-making activities or other trading activities (but not directly from the
Company or any Affiliate of the Company).

                  "Final Memorandum" shall have the meaning set forth in the
Purchase Agreement.

                  "Guarantees" shall have the meaning set forth in the preamble
hereto.

                  "Holder" and "Holders" shall have the respective meanings set
forth in the preamble hereto.

                  "Indenture" shall mean the Indenture relating to the
Securities, dated as of February 7, 2003, among the Company, the Subsidiary
Guarantors and National City Bank, as the Trustee, as the same may be amended
from time to time in accordance with the terms thereof.



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                  "Initial Placement" shall have the meaning set forth in the
preamble hereto.

                  "Initial Purchasers" shall have the meaning set forth in the
preamble hereto.

                  "Losses" shall have the meaning set forth in Section 7(d)
hereof.

                  "Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of Securities registered or to be registered under a
Registration Statement.

                  "Managing Underwriters" shall mean the investment banker or
investment bankers and manager or managers that shall administer an underwritten
offering.

                  "New Securities" shall mean the 7 5/8% Senior Notes due 2013
issued by the Company containing terms identical in all material respects to,
and evidencing the same indebtedness as, the Securities (except that (i)
interest thereon shall accrue from the last date on which interest was paid on
the Securities or, if no such interest has been paid, from the date of their
original issue, (ii) the transfer restrictions thereon shall be eliminated and
(iii) certain provisions relating to an increase in the rate of interest thereon
shall be eliminated), to be offered to Holders in exchange for Securities
pursuant to the Registered Exchange Offer.

                  "Notes" shall have the meaning set forth in the preamble
hereto.

                  "Prospectus" shall mean the prospectus included in any
Registration Statement (including, without limitation, a prospectus that
discloses information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A under the Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Securities or the New Securities covered
by such Registration Statement, and all amendments and supplements thereto and
all material incorporated by reference therein.

                  "Purchase Agreement" shall have the meaning set forth in the
preamble hereto.


                  "Registered Exchange Offer" shall mean the proposed offer of
the Company and the Guarantors to issue and deliver to the Holders that are not
prohibited by any law or policy of the Commission from participating in such
offer, in exchange for the Securities, a like aggregate principal amount of the
New Securities.

                  "Registration Statement" shall mean any Exchange Offer
Registration Statement or Shelf Registration Statement that covers any of the
Securities or the New Securities pursuant to the provisions of this Agreement,
any amendments and supplements to such registration statement, including
post-effective amendments (in each case including the Prospectus contained
therein), all exhibits thereto and all material incorporated by reference
therein.

                  "Securities" shall have the meaning set forth in the preamble
hereto.

                  "Shelf Registration" shall mean a registration effected
pursuant to Section 3 hereof.



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                  "Shelf Registration Period" has the meaning set forth in
Section 3(b)(ii) hereof.

                  "Shelf Registration Statement" shall mean a "shelf"
registration statement of the Company and the Subsidiary Guarantors pursuant to
the provisions of Section 3 hereof which covers some or all of the Securities or
New Securities, as applicable, on an appropriate form under Rule 415 under the
Act, or any similar rule that may be adopted by the Commission, amendments and
supplements to such registration statement, including post-effective amendments,
in each case including the Prospectus contained therein, all exhibits thereto
and all material incorporated by reference therein.

                  "Subsidiary Guarantors" shall have the meaning set forth in
the preamble hereto.

                  "Trustee" shall mean the trustee with respect to the
Securities under the Indenture.

                  "underwriter" shall mean any underwriter of the Securities in
connection with an offering thereof under a Shelf Registration Statement.

                  2.   REGISTERED EXCHANGE OFFER.

                       (a)   The Company shall prepare and, not later than 45
          days following the date of the original issuance of the Securities (or
          if such 45th day is not a Business Day, the next succeeding Business
          Day), shall file with the Commission the Exchange Offer Registration
          Statement with respect to the Registered Exchange Offer. The Company
          shall use its best efforts to cause the Exchange Offer Registration
          Statement to be declared effective under the Act within 120 days of
          the date of the original issuance of the Securities (or if such 120th
          day is not a Business Day, the next succeeding Business Day).

                       (b)   Upon the effectiveness of the Exchange Offer
          Registration Statement, the Company shall promptly commence the
          Registered Exchange Offer, it being the objective of such Registered
          Exchange Offer to enable each Holder electing to exchange Securities
          for New Securities (assuming that such Holder is not an Affiliate of
          the Company, acquires the New Securities in the ordinary course of
          such Holder's business, has no arrangements with any Person to
          participate in the distribution of the New Securities and is not
          prohibited by any law or policy of the Commission from participating
          in the Registered Exchange Offer) to trade such New Securities from
          and after their receipt without any limitations or restrictions under
          the Act and without material restrictions under the securities laws of
          a substantial proportion of the several states of the United States.

                       (c)   In connection with the Registered Exchange Offer,
          the Company shall:

                             (i)   mail to each Holder a copy of the Prospectus
                    forming part of the Exchange Offer Registration Statement,
                    together with an appropriate letter of transmittal and
                    related documents;


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                             (ii)  keep the Registered Exchange Offer open for
                    not less than 30 days and not more than 45 days after the
                    date notice thereof is mailed to the Holders (or, in each
                    case, longer if required by applicable law);

                             (iii) use its best efforts to keep the Exchange
                    Offer Registration Statement continuously effective under
                    the Act, supplemented and amended as required under the Act,
                    to ensure that it is available for sales of New Securities
                    by Exchanging Dealers during the Exchange Offer Registration
                    Period;

                             (iv)  utilize the services of a depositary for the
                    Registered Exchange Offer with an address in the Borough of
                    Manhattan in New York City, which may be the Trustee or its
                    Affiliate;

                             (v)   permit Holders to withdraw tendered
                    Securities at any time prior to the close of business, New
                    York time, on the last Business Day on which the Registered
                    Exchange Offer is open;

                             (vi)  prior to effectiveness of the Exchange Offer
                    Registration Statement, if requested by the Commission,
                    provide a supplemental letter to the Commission (A) stating
                    that the Company and the Subsidiary Guarantors are
                    conducting the Registered Exchange Offer in reliance on the
                    position of the Commission in EXXON CAPITAL HOLDINGS
                    CORPORATION (pub. avail. May 13, 1988) and MORGAN STANLEY
                    AND CO., INC. (pub. avail. June 5, 1991); and (B) including
                    a representation that neither the Company nor any Subsidiary
                    Guarantor has entered into any arrangement or understanding
                    with any Person to distribute the New Securities to be
                    received in the Registered Exchange Offer and that neither
                    the Company nor any Subsidiary Guarantor will issue New
                    Securities to any Holder participating in the Registered
                    Exchange Offer who fails to certify to the Company that such
                    Holder is acquiring the New Securities in the ordinary
                    course of business and has no arrangement or understanding
                    with any Person to participate in the distribution of the
                    New Securities; and

                             (vii) comply in all respects with all applicable
                    laws.

                       (d)   As soon as practicable after the close of the
          Registered Exchange Offer, the Company and the Subsidiary Guarantors
          shall:

                             (i)   accept for exchange all Securities tendered
                    and not validly withdrawn pursuant to the Registered
                    Exchange Offer;

                             (ii)  deliver to the Trustee for cancellation in
                    accordance with Section 5(s) hereof all Securities so
                    accepted for exchange; and

                             (iii) cause the Trustee promptly to authenticate
                    and deliver to each Holder a principal amount of New
                    Securities equal to the principal amount of the Securities
                    of such Holder so accepted for exchange.


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                       (e)   With respect to any resales of New Securities
          obtained by a Holder in exchange for Securities acquired by such
          Holder directly from the Company or one of its Affiliates, each Holder
          hereby acknowledges and agrees that any Broker-Dealer and any such
          Holder using the Registered Exchange Offer to participate in a
          distribution of the New Securities, (x) could not under Commission
          policy as in effect on the date of this Agreement rely on the position
          of the Commission in MORGAN STANLEY AND CO., INC. (pub. avail. June 5,
          1991) and EXXON CAPITAL HOLDINGS CORPORATION (pub. avail. May 13,
          1988), as interpreted in the Commission's letter to Shearman &
          Sterling dated July 2, 1993 and similar no-action letters; and (y)
          must comply with the registration and prospectus delivery requirements
          of the Act in connection with any secondary resale transaction that
          must 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 under the Act. Accordingly, each Holder
          participating in the Registered Exchange Offer shall be required to
          represent in writing to the Company that, at the time of the
          consummation of the Registered Exchange Offer:

                             (i)   any New Securities received by such Holder
                    will be acquired in the ordinary course of business;

                             (ii)  such Holder has had and will have no
                    arrangement or understanding with any Person to participate
                    in the distribution of the Securities or the New Securities
                    within the meaning of the Act; and

                             (iii) such Holder is not an Affiliate of the
                    Company or any of the Subsidiary Guarantors (or if it is
                    such an Affiliate, that it will comply with the registration
                    and prospectus delivery requirements of the Act to the
                    extent applicable).

                       (f)   If any Initial Purchaser determines that it is not
          eligible to participate in the Registered Exchange Offer with respect
          to the exchange of Securities constituting any portion of an unsold
          allotment, at the request of such Initial Purchaser, the Company and
          the Subsidiary Guarantors shall issue and deliver to such Initial
          Purchaser or the Person purchasing New Securities registered under a
          Shelf Registration Statement as contemplated by Section 3 hereof from
          such Initial Purchaser, in exchange for such Securities, a like
          principal amount of New Securities. The Company shall use its best
          efforts to cause the CUSIP Service Bureau to issue the same CUSIP
          number for such New Securities as for New Securities issued pursuant
          to the Registered Exchange Offer.

                  3.   SHELF REGISTRATION.

                       (a)   If (i) due to any change in law or applicable
          interpretations thereof by the Commission's staff, the Company
          determines upon advice of its outside counsel that it or any
          Subsidiary Guarantor is not permitted to effect the Registered
          Exchange Offer as contemplated by Section 2 hereof; or (ii) for any
          other reason the Exchange Offer Registration Statement is not declared
          effective by the Commission under the Act within 120 days of the date
          of the original issuance of the Securities (or if such 120th day is
          not a Business Day, the next succeeding Business Day) or the
          Registered Exchange


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          Offer is not consummated within 150 days of the date hereof (or if
          such 150th day is not a Business Day, the next succeeding Business
          Day); (iii) any Initial Purchaser so requests with respect to
          Securities that are not eligible to be exchanged for New Securities in
          the Registered Exchange Offer and that are held by it following
          consummation of the Registered Exchange Offer; (iv) any Holder (other
          than an Initial Purchaser) is not eligible to participate in the
          Registered Exchange Offer or does not receive freely tradeable New
          Securities in the Registered Exchange Offer, other than by reason of
          such Holder being an Affiliate of the Company and the Subsidiary
          Guarantors (it being understood that the requirement that a
          participating Broker-Dealer deliver the prospectus contained in the
          Exchange Offer Registration Statement in connection with sales of New
          Securities shall not result in such New Securities being not "freely
          tradable"); or (v) in the case of any Initial Purchaser that
          participates in the Registered Exchange Offer or acquires New
          Securities pursuant to Section 2(f) hereof, such Initial Purchaser
          does not receive freely tradeable New Securities in exchange for
          Securities constituting any portion of an unsold allotment, other than
          by reason of such Holder being an Affiliate of the Company (it being
          understood that (x) the requirement that an Initial Purchaser deliver
          a Prospectus containing the information required by Item 507 or 508 of
          Regulation S-K under the Act in connection with sales of New
          Securities acquired in exchange for such Securities shall not result
          in such New Securities being not "freely tradeable;" and (y) the
          requirement that an Exchanging Dealer deliver a Prospectus in
          connection with sales of New Securities acquired in the Registered
          Exchange Offer in exchange for Securities acquired as a result of
          market-making activities or other trading activities shall not result
          in such New Securities being not "freely tradeable"), the Company
          shall effect, at its cost, a Shelf Registration Statement in
          accordance with subsection (b) below.

                       (b)   (i)  The Company shall as promptly as practicable
          (but in no event more than 45 days after so required or requested
          pursuant to this Section 3, or if such 45th day is not a Business Day,
          the next succeeding Business Day), file with the Commission and
          thereafter shall use its best efforts to cause to be declared
          effective under the Act a Shelf Registration Statement relating to the
          offer and sale of the Securities or the New Securities, as applicable,
          by the Holders thereof from time to time in accordance with the
          methods of distribution elected by such Holders and set forth in such
          Shelf Registration Statement; PROVIDED, HOWEVER, that no Holder (other
          than an Initial Purchaser) shall be entitled to have the Securities
          held by it covered by such Shelf Registration Statement unless such
          Holder agrees in writing to be bound by all of the provisions of this
          Agreement applicable to such Holder; and PROVIDED FURTHER, that with
          respect to New Securities received by an Initial Purchaser in exchange
          for Securities constituting any portion of an unsold allotment, the
          Company may, if permitted by current interpretations by the
          Commission's staff, file a post-effective amendment to the Exchange
          Offer Registration Statement containing the information required by
          Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of
          its obligations under this subsection with respect thereto, and any
          such Exchange Offer Registration Statement, as so amended, shall be
          referred to herein as, and governed by the provisions herein
          applicable to, a Shelf Registration Statement.


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                             (ii)  The Company shall use its best efforts to
                    keep the Shelf Registration Statement continuously
                    effective, supplemented and amended as required by the Act,
                    in order to permit the Prospectus forming part thereof to be
                    usable by Holders for a period of two years from the date
                    the Shelf Registration Statement is declared effective by
                    the Commission (or for such longer period if extended
                    pursuant to Section 5(k) hereof) or such shorter period that
                    will terminate when all the Securities or New Securities, as
                    applicable, covered by the Shelf Registration Statement have
                    been sold pursuant to the Shelf Registration Statement (in
                    any such case, such period being called the "Shelf
                    Registration Period"). The Company shall be deemed not to
                    have used its best efforts to keep the Shelf Registration
                    Statement effective during the requisite period if it
                    voluntarily takes any action that would result in Holders of
                    Securities covered thereby not being able to offer and sell
                    such Securities during that period, unless (A) such action
                    is required by applicable law; or (B) such action is taken
                    by the Company in good faith and for valid business reasons
                    (not including avoidance of the Company's obligations
                    hereunder), including the acquisition or divestiture of
                    assets (to the extent permitted by the terms of the
                    Indenture), so long as the Company promptly thereafter
                    complies with the requirements of Section 5(k) hereof, if
                    applicable.

                             (iii) The Company shall cause the Shelf
                    Registration Statement and the related Prospectus and any
                    amendment or supplement thereto, as of the effective date of
                    the Shelf Registration Statement or such amendment or
                    supplement, (A) to comply in all material respects with the
                    applicable requirements of the Act; and (B) not to contain
                    any untrue statement of a material fact or omit to state a
                    material fact required to be stated therein or necessary in
                    order to make the statements therein, in the light of the
                    circumstances under which they were made, not misleading.

                  4.   SPECIAL INTEREST. If (a) on or prior to the 45th day
following the original issue date of the Securities (or if such 45th day is not
a Business Day, the next succeeding Business Day), neither the Exchange Offer
Registration Statement nor the Shelf Registration Statement has been filed with
the Commission, (b) on or prior to the 120th day following the original issue
date of the Securities (or if such 120th day is not a Business Day, the next
succeeding Business Day), neither the Exchange Offer nor the Shelf Registration
Statement has been declared effective by the Commission, (c) on or prior to the
150th day following the original issue date of the Securities (or if such 150th
day is not a Business Day the next succeeding Business Day), neither has the
Exchange Offer Registration Statement been consummated nor had the Shelf
Registration Statement been declared effective, or (d) after either the Exchange
Offer Registration Statement or the Shelf Registration Statement has been
declared effective, such Registration Statement thereafter ceases to be
effective or usable in connection with resales of Securities or New Securities
in accordance with and during the periods specified in this Agreement, unless,
in the case of this clause (d), a Shelf Registration Statement or its related
Prospectus ceases to be effective or usable solely as a result of the occurrence
of material events with respect to the Company and/or the Subsidiary Guarantors
that would be required by law to be described in such Shelf Registration
Statement or the related Prospectus, PROVIDED that the Company shall promptly
and in good faith amend or supplement such Shelf Registration



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Statement and the related Prospectus to describe such events, (each such event
referred to in clauses (a) through (d), a "Registration Default"), then interest
("Special Interest") shall accrue on the principal amount of the Securities and
the New Securities (in addition to the special interest on the Securities and
New Securities) from and including the date on which any such Registration
Default shall have occurred to but excluding the date on which all Registration
Defaults have been cured. Special Interest shall accrue at a rate of 0.25% per
annum during the 90-day period immediately following the occurrence of such
Registration Default and shall increase by 0.25% per annum at the end of each
subsequent 90-day period, but in no event shall such rate exceed 1.00% per
annum.

                  All obligations of the Company and the Subsidiary Guarantors
set forth in the preceding paragraph that are outstanding with respect to any
Security at the time such Security is exchanged for a New Security shall survive
until such time as all such obligations with respect to such Security have been
satisfied in full.

                  5.   ADDITIONAL REGISTRATION PROCEDURES. In connection with
any Shelf Registration Statement and, to the extent applicable, any Exchange
Offer Registration Statement, the following provisions shall apply.

                       (a)   The Company shall:

                             (i)   furnish to you, prior to the filing thereof
                    with the Commission, a copy of any Exchange Offer
                    Registration Statement and any Shelf Registration Statement,
                    and each amendment thereof and each amendment or supplement,
                    if any, to the Prospectus included therein (including, upon
                    request, all documents incorporated by reference therein
                    after the initial filing) and shall use its best efforts to
                    reflect in each such document, when so filed with the
                    Commission, such comments as you reasonably propose;

                             (ii)  include the information set forth in Annex A
                    hereto on the facing page of the Exchange Offer Registration
                    Statement, in Annex B hereto in the forepart of the Exchange
                    Offer Registration Statement in a section setting forth
                    details of the Exchange Offer, in Annex C hereto in the
                    underwriting or plan of distribution section of the
                    Prospectus contained in the Exchange Offer Registration
                    Statement, and in Annex D hereto in the letter of
                    transmittal delivered pursuant to the Registered Exchange
                    Offer;

                             (iii) if requested by an Initial Purchaser, include
                    the information required by Item 507 or 508 of Regulation
                    S-K, as applicable, in the Prospectus contained in the
                    Exchange Offer Registration Statement; and

                             (iv)  in the case of a Shelf Registration
                    Statement, include the names of the Holders that propose to
                    sell Securities pursuant to the Shelf Registration Statement
                    as selling securityholders.



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                       (b)   The Company shall ensure that:

                             (i)   any Registration Statement and any amendment
                    thereto and any Prospectus forming part thereof and any
                    amendment or supplement thereto complies in all material
                    respects with the Act and the rules and regulations
                    thereunder; and

                             (ii)  any Registration Statement and any amendment
                    thereto and any Prospectus forming part thereof and any
                    amendment or supplement thereto does not, when the
                    Registration Statement becomes effective, 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 the case of the Prospectus, in the
                    light of the circumstances under which they were made) not
                    misleading.

                       (c)   The Company shall advise you, the Holders of
          Securities covered by any Shelf Registration Statement and any
          Exchanging Dealer under any Exchange Offer Registration Statement that
          has provided in writing to the Company a telephone or facsimile number
          and address for notices, and, if requested by you or any such Holder
          or Exchanging Dealer, shall confirm such advice in writing (which
          notice pursuant to clauses (ii) through (v) hereof shall be
          accompanied by an instruction to suspend the use of the Prospectus
          until the Company shall have remedied the basis for such suspension):

                             (i)   when a Registration Statement or any
                    amendment thereto has been filed with the Commission and
                    when the Registration Statement or any post-effective
                    amendment thereto has become effective;

                             (ii)  of any request by the Commission for any
                    amendment or supplement to the Registration Statement or the
                    Prospectus or for additional information;

                             (iii) of the issuance by the Commission of any stop
                    order suspending the effectiveness of the Registration
                    Statement or the initiation of any proceedings for that
                    purpose;

                             (iv)  of the receipt by the Company or the
                    Subsidiary Guarantors of any notification with respect to
                    the suspension of the qualification of the Securities or the
                    New Securities, as the case may be, included therein for
                    sale in any jurisdiction or the initiation of any proceeding
                    for such purpose; and

                             (v)   of the happening of any event that requires
                    any change in the Registration Statement or the Prospectus
                    so that, as of such date, the Registration Statement or the
                    Prospectus does not contain an untrue statement of a
                    material fact and does not omit to state a material fact
                    required to be stated therein or necessary to make the
                    statements therein (in the case of the Prospectus, in the
                    light of the circumstances under which they were made) not
                    misleading.

                       (d)   The Company shall make every reasonable effort to
          obtain the withdrawal of any order suspending the effectiveness of any
          Registration Statement or


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          the qualification of the securities therein for sale in any
          jurisdiction at the earliest possible time.

                       (e)   The Company shall furnish to each Holder of
          Securities or New Securities covered by any Shelf Registration
          Statement, without charge, at least one copy of such Shelf
          Registration Statement and any post-effective amendment thereto,
          including all material incorporated therein by reference, and, if the
          Holder so requests in writing, all exhibits thereto (including
          exhibits incorporated by reference therein).

                       (f)   The Company shall, during the Shelf Registration
          Period, deliver to each Holder of Securities or New Securities covered
          by any Shelf Registration Statement, without charge, as many copies of
          the Prospectus (including each preliminary Prospectus) included in
          such Shelf Registration Statement and any amendment or supplement
          thereto as such Holder may reasonably request. The Company and the
          Subsidiary Guarantors consent to the use of the Prospectus or any
          amendment or supplement thereto by each of the selling Holders of
          Securities or New Securities in connection with the offering and sale
          of the Securities or New Securities covered by the Prospectus, or any
          amendment or supplement thereto, included in the Shelf Registration
          Statement.

                       (g)   The Company shall furnish to each Exchanging Dealer
          which so requests, without charge, at least one copy of the Exchange
          Offer Registration Statement and any post-effective amendment thereto,
          including all material incorporated by reference therein, and, if the
          Exchanging Dealer so requests in writing, all exhibits thereto
          (including exhibits incorporated by reference therein).

                       (h)   The Company shall promptly deliver to each Initial
          Purchaser, each Exchanging Dealer and each other Person required to
          deliver a Prospectus during the Exchange Offer Registration Period,
          without charge, as many copies of the final Prospectus included in
          such Exchange Offer Registration Statement and any amendment or
          supplement thereto as any such Person may reasonably request. The
          Company and the Subsidiary Guarantors consent to the use of the
          Prospectus or any amendment or supplement thereto by any Initial
          Purchaser, any Exchanging Dealer and any such other Person that may be
          required to deliver a Prospectus following the Registered Exchange
          Offer in connection with the offering and sale of the New Securities
          covered by the Prospectus, or any amendment or supplement thereto,
          included in the Exchange Offer Registration Statement.

                       (i)   Prior to the Registered Exchange Offer or any
          other offering of Securities or New Securities pursuant to any
          Registration Statement, the Company and the Subsidiary Guarantors
          shall arrange, if necessary, for the qualification of the Securities
          or the New Securities for sale under the state securities or blue sky
          laws of such jurisdictions in the United States as any Holder shall
          reasonably request and will maintain such qualification in effect so
          long as required; PROVIDED that in no event shall either the Company
          or any Subsidiary Guarantor be obligated to qualify to do business or
          as a dealer in securities in any jurisdiction where it is not then so
          qualified or to take any action that would subject it to service of
          process in suits or taxation, other than suits


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          arising out of the Initial Placement, the Registered Exchange Offer or
          any offering pursuant to a Shelf Registration Statement, in any such
          jurisdiction where it is not then so subject.

                       (j)   The Company and the Subsidiary Guarantors shall
          cooperate with the Holders to facilitate the timely preparation and
          delivery of certificates representing New Securities or Securities to
          be issued or sold pursuant to any Registration Statement free of any
          restrictive legends and in such denominations and registered in such
          names as Holders may request.

                       (k)   Upon the occurrence of any event contemplated by
          subsections (c)(ii) through (v) above during any period of time in
          which the Company is required to maintain an effective Registration
          Statement, the Company shall promptly prepare a post-effective
          amendment to the applicable Registration Statement or an amendment or
          supplement to the related Prospectus or file any other required
          document so that, as thereafter delivered to initial purchasers of the
          securities included therein, the Prospectus shall not include an
          untrue statement of a material fact or omit to state any material fact
          necessary to make the statements therein, in the light of the
          circumstances under which they were made, not misleading. In such
          circumstances, the period of effectiveness of the Exchange Offer
          Registration Statement provided for in Section 2 and the Shelf
          Registration Statement provided for in Section 3(b) shall each be
          extended by the number of days from and including the date of the
          giving of a notice of suspension pursuant to Section 5(c) hereof to
          and including the date when the Initial Purchasers, the Holders of the
          Securities and any known Exchanging Dealer shall have received such
          amended or supplemented Prospectus pursuant to this Section 5(k).

                       (l)   Not later than the effective date of any
          Registration Statement, the Company shall provide a CUSIP number for
          the Securities or the New Securities, as the case may be, registered
          under such Registration Statement and provide the Trustee with printed
          certificates for such Securities or New Securities, as the case may
          be, in a form eligible for deposit with The Depository Trust Company.

                       (m)   The Company and the Subsidiary Guarantors shall
          comply with all applicable rules and regulations of the Commission and
          shall make generally available to their security holders no later than
          45 days after the end of the 12-month period (or 90 days if such
          period is a fiscal year) beginning with the first month of the
          Company's first fiscal quarter after the effective date of the
          applicable Registration Statement, an earnings statement satisfying
          the provisions of Section 11(a) of the Act.

                       (n)   The Company shall cause the Indenture to be
          qualified under the Trust Indenture Act in a timely manner.

                       (o)   The Company may require each Holder of Securities
          or New Securities to be sold pursuant to any Shelf Registration
          Statement to furnish to the Company such information regarding the
          Holder and the distribution of such Securities or New Securities as
          the Company may from time to time reasonably require for inclusion in
          such Shelf Registration Statement. The Company may exclude from such
          Shelf


                                       12
<Page>




          Registration Statement the Securities or New Securities of any Holder
          that unreasonably fails to furnish such information within a
          reasonable time after receiving such request.

                       (p)   In the case of any Shelf Registration Statement,
          the Company and the Subsidiary Guarantors shall enter into such
          agreements and take all other appropriate actions (including if
          requested an underwriting agreement in customary form) in order to
          expedite or facilitate the registration or the disposition of the
          Securities or New Securities, and in connection therewith, if an
          underwriting agreement is entered into, cause the same to contain
          indemnification provisions and procedures no less favorable than those
          set forth in Section 7 (or such other provisions and procedures
          acceptable to the Majority Holders and the Managing Underwriters, if
          any) with respect to all parties to be indemnified pursuant to Section
          7.

                       (q)   In the case of any Shelf Registration Statement,
          the Company and the Subsidiary Guarantors shall:

                             (i)   make reasonably available for inspection by
                    the Holders of Securities or New Securities to be registered
                    thereunder, any underwriter participating in any disposition
                    pursuant to such Shelf Registration Statement, and any
                    attorney, accountant or other agent retained by the Holders
                    or any such underwriter all relevant financial and other
                    records, pertinent corporate documents and properties of the
                    Company and its subsidiaries; PROVIDED, HOWEVER, that the
                    foregoing inspection and information gathering shall be
                    coordinated on behalf of the Holders by the one firm or
                    counsel designated by the Majority Holders pursuant to
                    Section 6 hereof; PROVIDED, FURTHER, that any information
                    that is designated in writing by the Company or any
                    Subsidiary Guarantor, in good faith, as confidential at the
                    time of delivery of such information shall be kept
                    confidential by the Holders or any such underwriter,
                    attorney, accountant or agent, unless such disclosure is
                    made in connection with a court proceeding or required by
                    law, or such information becomes available to the public
                    generally or through a third party without an accompanying
                    obligation of confidentiality;

                             (ii)  cause the Company's and the Subsidiary
                    Guarantors' officers, directors and employees to supply all
                    relevant information reasonably requested by the Holders or
                    any underwriter, attorney, accountant or agent in connection
                    with any such Shelf Registration Statement as is customary
                    for similar due diligence examinations; PROVIDED, HOWEVER,
                    that the foregoing inspection and information gathering
                    shall be coordinated on behalf of the Holders by the one
                    firm or counsel designated by the Majority Holders pursuant
                    to Section 6 hereof; PROVIDED, FURTHER, that any information
                    that is designated in writing by the Company or any
                    Subsidiary Guarantor, in good faith, as confidential at the
                    time of delivery of such information shall be kept
                    confidential by the Holders or any such underwriter,
                    attorney, accountant or agent, unless such disclosure is
                    made in connection with a court proceeding or required by
                    law, or such information becomes available to the public
                    generally or through a third party without an accompanying
                    obligation of confidentiality;


                                       13
<Page>




                             (iii) make such representations and warranties to
                    the Holders of Securities or New Securities registered
                    thereunder and the underwriters, if any, in form, substance
                    and scope as are customarily made by issuers to underwriters
                    in primary underwritten offerings and covering matters
                    including, but not limited to, those set forth in the
                    Purchase Agreement;

                             (iv)  obtain opinions of counsel to the Company and
                    updates thereof (which counsel and opinions (in form, scope
                    and substance) shall be reasonably satisfactory to the
                    Managing Underwriters, if any) addressed to each selling
                    Holder and the underwriters, if any, covering such matters
                    as are customarily covered in opinions requested in
                    underwritten offerings and such other matters as may be
                    reasonably requested by such Holders and underwriters;

                             (v)   obtain "cold comfort" letters and updates
                    thereof from the independent certified public accountants of
                    the Company (and, if necessary, any other independent
                    certified public accountants of any subsidiary of the
                    Company or of any business acquired by the Company for which
                    financial statements and financial data are, or are required
                    to be, included in such Shelf Registration Statement),
                    addressed to each selling Holder of Securities or New
                    Securities registered thereunder and the underwriters, if
                    any, in customary form and covering matters of the type
                    customarily covered in "cold comfort" letters in connection
                    with primary underwritten offerings; and

                             (vi)  deliver such documents and certificates as
                    may be reasonably requested by the Majority Holders and the
                    Managing Underwriters, if any, including those to evidence
                    compliance with Section 5(k) and with any customary
                    conditions contained in the underwriting agreement or other
                    agreement entered into by the Company and the Subsidiary
                    Guarantors.

The actions set forth in clauses (iii), (iv), (v) and (vi) of this Section 5(q)
shall be performed at (A) the effectiveness of such Registration Statement and
each post-effective amendment thereto; and (B) each closing under any
underwriting or similar agreement as and to the extent required thereunder.

                       (r)   In the case of any Exchange Offer Registration
          Statement, the Company and the Subsidiary Guarantors shall:

                             (i)   make reasonably available for inspection by
                    any Initial Purchaser, and any attorney, accountant or other
                    agent retained by such Initial Purchaser, all relevant
                    financial and other records, pertinent corporate documents
                    and properties of the Company and its subsidiaries;
                    PROVIDED, HOWEVER, that the foregoing inspection and
                    information gathering shall be coordinated on behalf of the
                    Initial Purchasers by the one firm or counsel designated by
                    Salomon Smith Barney Inc. pursuant to Section 6 hereof;
                    PROVIDED, FURTHER, that any information that is designated
                    in writing by the Company or any Subsidiary Guarantor, in
                    good faith, as confidential at the time of delivery of such
                    information shall be kept confidential by such Initial
                    Purchaser or any such attorney, accountant or agent,



                                       14
<Page>




                    unless such disclosure is made in connection with a court
                    proceeding or required by law, or such information becomes
                    available to the public generally or through a third party
                    without an accompanying obligation of confidentiality;

                             (ii)  cause the Company and the Subsidiary
                    Guarantors' officers, directors and employees to supply all
                    relevant information reasonably requested by such Initial
                    Purchaser or any such attorney, accountant or agent in
                    connection with any such Exchange Offer Registration
                    Statement as is customary for similar due diligence
                    examinations; PROVIDED, HOWEVER, that the foregoing
                    inspection and information gathering shall be coordinated on
                    behalf of the Initial Purchasers by the one counsel or firm
                    designated by Salomon Smith Barney Inc. pursuant to Section
                    6 hereof; PROVIDED, FURTHER, that any information that is
                    designated in writing by the Company or any Subsidiary
                    Guarantor, in good faith, as confidential at the time of
                    delivery of such information shall be kept confidential by
                    such Initial Purchaser or any such attorney, accountant or
                    agent, unless such disclosure is made in connection with a
                    court proceeding or required by law, or such information
                    becomes available to the public generally or through a third
                    party without an accompanying obligation of confidentiality;

                             (iii) make such representations and warranties to
                    such Initial Purchaser, in form, substance and scope as are
                    customarily made by issuers to underwriters in primary
                    underwritten offerings and covering matters including, but
                    not limited to, those set forth in the Purchase Agreement;

                             (iv)  obtain opinions of counsel to the Company or
                    any Subsidiary Guarantor and updates thereof (which counsel
                    and opinions (in form, scope and substance) shall be
                    reasonably satisfactory to such Initial Purchaser and its
                    counsel), addressed to such Initial Purchaser, covering such
                    matters as are customarily covered in opinions requested in
                    underwritten offerings and such other matters as may be
                    reasonably requested by such Initial Purchaser or its
                    counsel;

                             (v)   obtain "cold comfort" letters and updates
                    thereof from the independent certified public accountants of
                    the Company (and, if necessary, any other independent
                    certified public accountants of any subsidiary of the
                    Company or of any business acquired by the Company for which
                    financial statements and financial data are, or are required
                    to be, included in such Exchange Offer Registration
                    Statement), addressed to such Initial Purchaser, in
                    customary form and covering matters of the type customarily
                    covered in "cold comfort" letters in connection with primary
                    underwritten offerings, or if requested by such Initial
                    Purchaser or its counsel in lieu of a "cold comfort" letter,
                    an agreed-upon procedures letter under Statement on Auditing
                    Standards No. 35, covering matters requested by such Initial
                    Purchaser or its counsel; and

                             (vi)  deliver such documents and certificates as
                    may be reasonably requested by such Initial Purchaser or its
                    counsel, including those to


                                       15
<Page>



                    evidence compliance with Section 5(k) and with conditions
                    customarily contained in underwriting agreements.

The foregoing actions set forth in clauses (iii), (iv), (v), and (vi) of this
Section 5(r) shall be performed at the close of the Registered Exchange Offer
and the effective date of any post-effective amendment to the Exchange Offer
Registration Statement.

                       (s)   If a Registered Exchange Offer is to be
          consummated, upon delivery of the Securities by Holders to the Company
          (or to such other Person as directed by the Company) in exchange for
          the New Securities, the Company shall mark, or caused to be marked, on
          the Securities so exchanged that such Securities are being canceled in
          exchange for the New Securities. In no event shall the Securities be
          marked as paid or otherwise satisfied.

                       (t)   The Company and the Subsidiary Guarantors shall
          use their respective best efforts (i) if the Securities have been
          rated prior to the initial sale of such Securities, to confirm such
          ratings will apply to the Securities or the New Securities, as the
          case may be, covered by a Registration Statement; or (ii) if the
          Securities were not previously rated, to cause the Securities or the
          New Securities covered by a Registration Statement to be rated with at
          least one nationally recognized statistical rating agency, if so
          requested by Majority Holders with respect to the related Registration
          Statement or by any Managing Underwriters.

                       (u)   In the event that any Broker-Dealer shall
          underwrite any Securities or participate as a member of an
          underwriting syndicate or selling group or "assist in the
          distribution" (within the meaning of the Rules of Fair Practice and
          the By-Laws of the National Association of Securities Dealers, Inc.)
          thereof, whether as a Holder of such Securities or as an underwriter,
          a placement or sales agent or a broker or dealer in respect thereof,
          or otherwise, the Company and the Subsidiary Guarantors shall assist
          such Broker-Dealer in complying with the requirements of such Rules
          and By-Laws, including, without limitation, by:

                             (i)   if such Rules or By-Laws shall so require,
                    engaging a "qualified independent underwriter" (as defined
                    in such Rules) to participate in the preparation of the
                    Registration Statement, to exercise usual standards of due
                    diligence with respect thereto and, if any portion of the
                    offering contemplated by such Registration Statement is an
                    underwritten offering or is made through a placement or
                    sales agent, to recommend the yield of such Securities;

                             (ii)  indemnifying any such qualified independent
                    underwriter to the extent of the indemnification of
                    underwriters provided in Section 7 hereof; and

                             (iii) providing such information to such
                    Broker-Dealer as may be required in order for such
                    Broker-Dealer to comply with the requirements of such Rules.



                                       16
<Page>



                             (v)   The Company and the Subsidiary Guarantors
                    shall use their respective best efforts to take all other
                    steps necessary to effect the registration of the Securities
                    or the New Securities, as the case may be, covered by a
                    Registration Statement.

                       6.    REGISTRATION EXPENSES. The Company shall bear all
expenses incurred in connection with the performance of its and the Subsidiary
Guarantors' obligations under Sections 2, 3 and 5 hereof , including filing
fees, if any, in respect of the trade of the New Securities by way of private
placement to those Holders in Canada, and, in the event of any Shelf
Registration Statement, will reimburse the Holders for the reasonable fees and
disbursements of one firm or counsel designated by the Majority Holders to act
as counsel for the Holders in connection therewith, and, in the case of any
Exchange Offer Registration Statement, will reimburse the Initial Purchasers for
the reasonable fees and disbursements of one firm or counsel designated by
Salomon Smith Barney Inc. to act as counsel for the Initial Purchasers in
connection therewith.

                       7.    INDEMNIFICATION AND CONTRIBUTION.

                             (a)   The Company and the Subsidiary Guarantors,
          jointly and severally, agree to indemnify and hold harmless each
          Holder of Securities or New Securities, as the case may be, covered by
          any Registration Statement (including each Initial Purchaser and, with
          respect to any Prospectus delivery as contemplated in Section 5(h)
          hereof, each Exchanging Dealer), the directors, officers, employees
          and agents of each such Holder and each Person who controls any such
          Holder within the meaning of either the Act or the Exchange Act
          against any and all losses, claims, damages or liabilities, joint or
          several, to which they or any of them may become subject under the
          Act, the Exchange Act or other Federal or state statutory law or
          regulation, at common law or otherwise, insofar as such losses,
          claims, damages or liabilities (or actions in respect thereof) arise
          out of or are based upon any untrue statement or alleged untrue
          statement of a material fact contained in the Registration Statement
          as originally filed or in any amendment thereof, or in any preliminary
          Prospectus or the Prospectus, or in any amendment thereof or
          supplement thereto or in any "wrapped" version thereof constituting an
          offering memorandum under applicable Canadian provincial securities
          legislation, or arise out of or are based upon the omission or alleged
          omission to state therein a material fact required to be stated
          therein or necessary to make the statements therein not misleading,
          and agrees to reimburse each such indemnified party, as incurred, for
          any legal or other expenses reasonably incurred by them in connection
          with investigating or defending any such loss, claim, damage,
          liability or action; PROVIDED, HOWEVER, that (i) the Company and the
          Subsidiary Guarantors will not be liable in any case to the extent
          that any such loss, claim, damage or liability arises out of or is
          based upon any such untrue statement or alleged untrue statement or
          omission or alleged omission made therein in reliance upon and in
          conformity with written information furnished to the Company and the
          Subsidiary Guarantors by or on behalf of any such Holder specifically
          for inclusion therein, (ii) with respect to any untrue statement or
          omission or alleged untrue statement or omission made in any
          preliminary Prospectus relating to a Shelf Registration Statement, the
          foregoing indemnity shall not inure to the benefit of any Holder
          (including any Exchanging Dealer) from whom the Person asserting any
          such loss, claim, damage or liability purchased the



                                       17
<Page>



          Securities or the New Securities, as the case may be, to the extent
          that a final Prospectus relating to such Securities or New Securities,
          as the case may be, was required to be delivered by such Holder under
          the Act in connection with such purchase and any such loss, claim,
          damage or liability of such Holder results from the failure of such
          Holder to send to such Person, at or prior to the written confirmation
          of the sale of such Securities or New Securities, as the case may be,
          a copy of the final Prospectus if the Company had previously furnished
          copies thereof to such Holder and (iii) the Company and the Subsidiary
          Guarantors 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 in a respect of a Registration Statement or (y) a Registration
          Statement has been suspended, so long as, in the case of each of (x)
          and (y), such Holder has received notice of such action in accordance
          with Section 5(c) hereof. This indemnity agreement will be in addition
          to any liability which the Company and the Subsidiary Guarantors may
          otherwise have.

                  The Company and the Subsidiary Guarantors also, jointly and
         severally, agree to indemnify or contribute as provided in Section 7(d)
         to Losses of any underwriter of any Securities or New Securities, as
         the case may be, registered under a Shelf Registration Statement, their
         directors, officers, employees or agents and each Person who controls
         such underwriter (within the meaning of the Act or the Exchange Act) on
         substantially the same basis as that of the indemnification of the
         Initial Purchasers and the selling Holders provided in this Section
         7(a) and shall, if requested by any Holder, enter into an underwriting
         agreement reflecting such agreement, as provided in Section 5(p)
         hereof.

                             (b)   Each Holder of Securities or New Securities,
          as the case may be, covered by a Registration Statement (including
          each Initial Purchaser and, with respect to any Prospectus delivery as
          contemplated in Section 5(h) hereof, each Exchanging Dealer) severally
          agrees to indemnify and hold harmless the Company and the Subsidiary
          Guarantors, each of their directors, each of their officers who signs
          such Registration Statement and each Person who controls the Company
          or any of the Subsidiary Guarantors within the meaning of either the
          Act or the Exchange Act, to the same extent as the foregoing indemnity
          from the Company and the Subsidiary Guarantors to each such Holder,
          but only with reference to written information furnished to the
          Company or the Subsidiary Guarantors by or on behalf of such Holder
          specifically for inclusion in the documents referred to in the
          foregoing indemnity and agrees to reimburse each such indemnified
          party for any legal or other expenses reasonably incurred, as
          incurred, by them in connection with investigation or defending such
          loss, claim, liability, damage or action. This indemnity agreement
          will be in addition to any liability which any such Holder may
          otherwise have.

                             (c)   Promptly after receipt by an indemnified
          party under this Section 7 of notice of the commencement of any
          action, such indemnified party will, if a claim in respect thereof is
          to be made against the indemnifying party under this Section 7, notify
          the indemnifying party in writing of the commencement thereof; but the
          failure so to notify the indemnifying party (i) will not relieve it
          from liability under paragraph (a) or (b) above unless and to the
          extent it did not otherwise learn of such action and such failure
          results in the forfeiture by the indemnifying party of substantial
          rights and



                                       18
<Page>



          defenses; and (ii) will not, in any event, relieve the indemnifying
          party from any obligations to any indemnified party other than the
          indemnification obligation provided in paragraph (a) or (b) above. The
          indemnifying party shall be entitled to appoint counsel of the
          indemnifying party's choice at the indemnifying party's expense to
          represent the indemnified party in any action for which
          indemnification is sought (in which case the indemnifying party shall
          not thereafter be responsible for the fees and expenses of any
          separate counsel retained by the indemnified party or parties except
          as set forth below); PROVIDED, HOWEVER, that such counsel shall be
          reasonably satisfactory to the indemnified party. Notwithstanding the
          indemnifying party's election to appoint counsel to represent the
          indemnified party in an action, the indemnified party shall have the
          right to employ separate counsel (including local counsel), and the
          indemnifying party shall bear the reasonable fees, costs and expenses
          of such separate counsel if (i) the use of counsel chosen by the
          indemnifying party to represent the indemnified party would present
          such counsel with a conflict of interest; (ii) the actual or potential
          defendants in, or targets of, any such action include both the
          indemnified party and the indemnifying party and the indemnified party
          shall have reasonably concluded that there may be legal defenses
          available to it and/or other indemnified parties which are different
          from or additional to those available to the indemnifying party; (iii)
          the indemnifying party shall not have employed counsel satisfactory to
          the indemnified party to represent the indemnified party within a
          reasonable time after notice of the institution of such action; or
          (iv) the indemnifying party shall authorize the indemnified party to
          employ separate counsel at the expense of the indemnifying party. An
          indemnifying party will not, without the prior written consent of the
          indemnified parties, settle or compromise or consent to the entry of
          any judgment with respect to any pending or threatened claim, action,
          suit or proceeding in respect of which indemnification or contribution
          may be sought hereunder (whether or not the indemnified parties are
          actual or potential parties to such claim or action) unless such
          settlement, compromise or consent includes an unconditional release of
          each indemnified party from all liability arising out of such claim,
          action, suit or proceeding.

                             (d)   In the event that the indemnity provided in
          paragraph (a) or (b) of this Section 7 is unavailable to or
          insufficient to hold harmless an indemnified party for any reason,
          then each applicable indemnifying party shall have a joint and several
          obligation to contribute to the amount paid or payable by such
          indemnified party as a result of the aggregate losses, claims, damages
          and liabilities referred to in subsection (a) or (b), as the case may
          be, above, (including legal or other expenses reasonably incurred in
          connection with investigating or defending same) (collectively
          "Losses") to which such indemnified party may be subject in such
          proportion as is appropriate to reflect the relative benefits received
          by such indemnifying party, on the one hand, and such indemnified
          party, on the other hand, from the Initial Placement and the
          Registration Statement which resulted in such Losses; PROVIDED,
          HOWEVER, that in no case shall any Initial Purchaser of any Security
          or New Security be obligated to contribute in accordance with this
          paragraph (d) an amount, in the aggregate, in excess of the purchase
          discount or commission applicable to such Security, or in the case of
          a New Security, applicable to the Security that was exchangeable into
          such New Security, as set forth on the cover page of the Final
          Memorandum, nor shall any underwriter be obligated to contribute in
          accordance with this paragraph (d) an amount in excess of the
          underwriting discount or commission applicable to the securities
          purchased by such underwriter under



                                       19
<Page>



          the Registration Statement which resulted in such Losses. If the
          allocation provided by the immediately preceding sentence is
          unavailable for any reason, the indemnifying party and the indemnified
          party shall contribute in such proportion as is appropriate to reflect
          not only such relative benefits but also the relative fault of such
          indemnifying party, on the one hand, and such indemnified party, on
          the other hand, in connection with the statements or omissions which
          resulted in such Losses as well as any other relevant equitable
          considerations. Benefits received by the Company and the Subsidiary
          Guarantors shall be deemed to be equal to the sum of (x) the total net
          proceeds from the Initial Placement (before deducting expenses) as set
          forth on the cover page of the Final Memorandum and (y) the total
          amount of additional interest which the Company was not required to
          pay as a result of registering the securities covered by the
          Registration Statement which resulted in such Losses. Benefits
          received by the Initial Purchasers shall be deemed to be equal to the
          total purchase discounts and commissions as set forth on the cover
          page of the Final Memorandum, and benefits received by any other
          Holders shall be deemed to be equal to the proceeds received from the
          sale of the Securities or New Securities, as applicable. Benefits
          received by any underwriter shall be deemed to be equal to the total
          underwriting discounts and commissions, as set forth on the cover page
          of the Prospectus forming a part of the Registration Statement which
          resulted in such Losses. Relative fault shall be determined by
          reference to, among other things, whether any alleged untrue statement
          or omission relates to information provided by the indemnifying party,
          on the one hand, or by the indemnified party, on the other hand, the
          intent of the parties and their relative knowledge, access to
          information and opportunity to correct or prevent such untrue
          statement or omission. The parties agree that it would not be just and
          equitable if contribution were determined by pro rata allocation (even
          if the Holders were treated as one entity for such purpose) or any
          other method of allocation which does not take account of the
          equitable considerations referred to above. Notwithstanding the
          provisions of this paragraph (d), no Person guilty of fraudulent
          misrepresentation (within the meaning of Section 11(f) of the Act)
          shall be entitled to contribution from any Person who was not guilty
          of such fraudulent misrepresentation. For purposes of this Section 7,
          each Person who controls a Holder within the meaning of either the Act
          or the Exchange Act and each director, officer, employee and agent of
          such Holder shall have the same rights to contribution as such Holder,
          and each Person who controls the Company or any of the Subsidiary
          Guarantors within the meaning of either the Act or the Exchange Act,
          each officer of the Company or any of the Subsidiary Guarantors who
          shall have signed the Registration Statement and each director of the
          Company or any of the Subsidiary Guarantors shall have the same rights
          to contribution as the Company, subject in each case to the applicable
          terms and conditions of this paragraph (d).

                             (e)   The provisions of this Section 7 will remain
          in full force and effect, regardless of any investigation made by or
          on behalf of any Holder or the Company and the Subsidiary Guarantors
          or any of the officers, directors or controlling Persons referred to
          in this Section 7, and will survive the sale by a Holder of Securities
          or New Securities covered by a Registration Statement or any
          termination or cancellation of this Agreement.



                                       20
<Page>



                       8.    UNDERWRITTEN REGISTRATIONS.

                             (a)   If any of the Securities or New Securities,
          as the case may be, covered by any Shelf Registration Statement are to
          be sold in an underwritten offering, the Managing Underwriters shall
          be selected by the Majority Holders.

                             (b)   No Person may participate in any underwritten
          offering pursuant to any Shelf Registration Statement, unless such
          Person (i) agrees to sell such Person's Securities or New Securities,
          as the case may be, on the basis reasonably provided in any
          underwriting arrangements approved by the Persons entitled hereunder
          to approve such arrangements; and (ii) completes and executes all
          questionnaires, powers of attorney, indemnities, underwriting
          agreements and other documents reasonably required under the terms of
          such underwriting arrangements.

                       9.    NO INCONSISTENT AGREEMENTS. The Company and the
Subsidiary Guarantors have not, as of the date hereof, entered into, nor shall
they, on or after the date hereof, enter into, any agreement with respect to its
securities that is inconsistent with the rights granted to the Holders herein or
otherwise conflicts with the provisions hereof.

                       10.   AMENDMENTS AND WAIVERS. The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
qualified, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, except by the Company and the written
consent of the Majority Holders (or, after the consummation of any Registered
Exchange Offer in accordance with Section 2 hereof, holders of a majority in
aggregate principal amount outstanding of New Securities); PROVIDED that, with
respect to any matter that directly or indirectly adversely affects the rights
of any Initial Purchaser (but not all of the Initial Purchasers) hereunder, the
Company shall obtain the written consent of each such Initial Purchaser against
which such amendment, qualification, supplement, waiver or consent is to be
effective. Notwithstanding the foregoing (except for the foregoing proviso), a
waiver or consent to departure from the provisions hereof with respect to a
matter that relates exclusively to the rights of some Holders whose Securities
or New Securities (the "affected Securities"), as the case may be, are being
sold pursuant to a Registration Statement and that does not directly or
indirectly affect the rights of other Holders may be given by the Holders
representing a majority of the aggregate principal amount of the affected
Securities, voting together as a single class.

                       11.   NOTICES. All notices and other communications
provided for or permitted hereunder shall be made in writing by hand-delivery,
first-class mail, facsimile transmission or air courier guaranteeing overnight
delivery:

                             (a)   if to a Holder, at the most current address
          given by such holder to the Company in accordance with the provisions
          of this Section, which address initially is, with respect to each
          Holder, the address of such Holder maintained by the Registrar under
          the Indenture, with a copy in like manner to Salomon Smith Barney
          Inc.;

                             (b)   if to you, initially at the respective
          addresses set forth in the Purchase Agreement; and



                                       21
<Page>



                             (c)   if to the Company or the Subsidiary
          Guarantors, initially at the address of the Company set forth in the
          Purchase Agreement.

                  All such notices and communications shall be deemed to have
been duly given when received.

                  The Initial Purchasers, the Company or the Subsidiary
Guarantors by notice to the other parties may designate additional or different
addresses for subsequent notices or communications.

                       12.   SUCCESSORS. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including, without the need for an express assignment or any consent by
the Company thereto, subsequent Holders of Securities and the New Securities.
The Company hereby agrees to extend the benefits of this Agreement to any Holder
of Securities and the New Securities, and any such Holder may specifically
enforce the provisions of this Agreement as if an original party hereto.

                       13.   COUNTERPARTS. This Agreement may be in signed
counterparts, each of which shall an original and all of which together shall
constitute one and the same agreement.

                       14.   HEADINGS. The headings used herein are for
convenience only and shall not affect the construction hereof.

                       15.   APPLICABLE LAW. This Agreement shall be governed
by and construed in accordance with the laws of the State of New York applicable
to contracts made and to be performed in the State of New York.

                       16.   SEVERABILITY. In the event that any one or more of
the provisions contained herein, or the application thereof in any
circumstances, is held invalid, illegal or unenforceable in any respect for any
reason, the validity, legality and enforceability of any such provision in every
other respect and of the remaining provisions hereof shall not be in any way
impaired or affected thereby, it being intended that all of the rights and
privileges of the parties shall be enforceable to the fullest extent permitted
by law.

                       17.   SECURITIES HELD BY THE COMPANY, ETC. Whenever the
consent or approval of Holders of a specified percentage of principal amount of
Securities or New Securities is required hereunder, Securities or New
Securities, as applicable, held by the Company or its Affiliates (other than
subsequent Holders of Securities or New Securities if such subsequent Holders
are deemed to be Affiliates solely by reason of their holdings of such
Securities or New Securities) shall not be counted in determining whether such
consent or approval was given by the Holders of such required percentage.

                       18.   AGENT FOR SERVICE; SUBMISSION TO JURISDICTION;
WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, each of
the Company and the Subsidiary Guarantors (i) hereby irrevocably designates and
appoints CT Corporation System (and any successor entity), as its authorized
agent upon which process may be served in any suit or proceeding arising out of
or relating to this Agreement that may be instituted in any Federal or state
court in the Borough of Manhattan in the City of New York or brought under
federal or


                                       22

<Page>



state securities laws, and acknowledges that CT Corporation System has accepted
such designation, (ii) submits to the nonexclusive 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
shall be deemed in every respect effective service of process upon it in any
such suit or proceeding. Each of the Company and the Subsidiary Guarantors
further agrees to take any and all action, including the execution and filing of
any and all such documents and instruments, as may be necessary to continue such
designation and appointment of CT Corporation System in full force and effect so
long as any of the Securities or New Securities shall be outstanding. To the
extent that either the Company or any Subsidiary Guarantor 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 them hereby irrevocably waives such immunity in respect of this Agreement, to
the fullest extent permitted by law.




                                       23

<Page>



                  If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this Agreement and your acceptance shall represent a binding agreement
among the Company, the Subsidiary Guarantors and the several Initial Purchasers.


                                           Very truly yours,


                          COMPANY:

                          SUN MEDIA CORPORATION

                          By: /s/ Kin-Man Lee
                              -------------------------------------------------
                              Name:  Kin-Man Lee
                              Title: Vice President, Corporate Controller



                          SUBSIDIARY GUARANTORS:

                          BOWES PUBLISHERS LIMITED

                          By: /s/ Kin-Man Lee
                              -------------------------------------------------
                              Name:  Kin-Man Lee
                              Title: Vice President, Finance and Administration



                          SUN MEDIA (TORONTO) CORPORATION

                          By: /s/ Kin-Man Lee
                              -------------------------------------------------
                              Name:  Kin-Man Lee
                              Title: Vice President, Corporate Controller



                          SMC NOMINEECO INC.

                          By: /s/ Pierre Francoeur
                              -------------------------------------------------
                              Name:  Pierre Francoeur
                              Title: President and Chief Executive Officer



                          TORONTO SUN INTERNATIONAL, INC.

                          By: /s/ Kin-Man Lee
                              -------------------------------------------------
                              Name:  Kin-Man Lee
                              Title: Vice President, Corporate Controller



<Page>



                          TS PRINTING, INC.

                          By: /s/ Kin-Man Lee
                              -------------------------------------------------
                              Name:  Kin-Man Lee
                              Title: Vice President, Corporate Controller



                          FLORIDA SUN PUBLICATIONS, INC.

                          By: /s/ Kin-Man Lee
                              -------------------------------------------------
                              Name:  Kin-Man Lee
                              Title: Vice President, Corporate Controller



                          3661458 CANADA INC.

                          By: /s/ Kin-Man Lee
                              -------------------------------------------------
                              Name:  Kin-Man Lee
                              Title: Vice President, Corporate Controller



                          3351611 CANADA INC.

                          By: /s/ Pierre Francoeur
                              -------------------------------------------------
                              Name:  Pierre Francoeur
                              Title: President





<Page>


The foregoing Agreement is hereby confirmed and
accepted as of the date first above written.



SALOMON SMITH BARNEY INC.
RBC DOMINION SECURITIES CORPORATION
TD SECURITIES (USA) INC.
BMO NESBITT BURNS CORP.
CREDIT SUISSE FIRST BOSTON CORPORATION
SCOTIA CAPITAL (USA) INC.
CIBC WORLD MARKETS CORP.


By: SALOMON SMITH BARNEY INC.

By:      /s/ Kevin M. Sisson
    ----------------------------------
     Name:  Kevin Sisson
     Title: Vice President


<Page>


                                                                        ANNEX A



                  Each broker-dealer that receives new securities for its own
account pursuant to the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of these new securities. The letter of
transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of new securities received in exchange for securities where those
securities were acquired by this broker-dealer as a result of market-making
activities or other trading activities. We have agreed that, starting on the
expiration date and ending on the close of business 180 days after the
expiration date, we will make this prospectus available to any broker-dealer for
use in connection with any such resale. See "Plan of Distribution."



                                       27

<Page>


                                                                        ANNEX B



                  Each broker-dealer that receives new securities for its own
account in exchange for securities, where those securities were acquired by this
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of those new securities. See "Plan of Distribution."



                                       28

<Page>


                                                                        ANNEX C



                              PLAN OF DISTRIBUTION

                  Each broker-dealer that receives new securities for its own
account pursuant to the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of these new securities. This
prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of new securities received in
exchange for securities where those securities were acquired as a result of
market-making activities or other trading activities. We and the subsidiary
guarantors have agreed that, starting on the expiration date and ending on the
close of business 180 days after the expiration date, we will make this
prospectus, as amended or supplemented, available to any broker-dealer for use
in connection with any such resale. In addition, until __________, 200__, all
dealers effecting transactions in the new securities may be required to deliver
a prospectus.

                  We will not receive any proceeds from any sale of new
securities by broker-dealers. New securities received by broker-dealers for
their own account pursuant to the exchange offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the new securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer and/or the purchasers of any such new
securities. Any broker-dealer that resells new securities that were received by
it for its own account pursuant to the exchange offer and any broker or dealer
that participates in a distribution of such new securities may be deemed to be
an "underwriter" within the meaning of the Securities Act and any profit of any
such resale of new securities and any commissions or concessions received by any
such persons may be deemed to be underwriting compensation under the Securities
Act. The letter of transmittal states that by acknowledging that it will deliver
and by delivering a prospectus, a broker-dealer will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.

                  For a period of 180 days after the expiration date, we and the
Subsidiary Guarantors will promptly send additional copies of this prospectus
and any amendment or supplement to this prospectus to any broker-dealer that
requests such documents in the letter of transmittal. We have agreed to pay all
expenses incident to the exchange offer (including the expenses of one counsel
for the holders of the securities) other than commissions or concessions of any
brokers or dealers and will indemnify the holders of the securities (including
any broker-dealers) against certain liabilities, including liabilities under the
Securities Act.



                                       29

<Page>


                                                                        ANNEX D



Rider A
                  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
                  ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
                  AMENDMENTS OR SUPPLEMENTS THERETO.

                  Name:     _______________________________
                  Address:  _______________________________
                            _______________________________

Rider B

If the undersigned is not a broker-dealer, the undersigned represents that it
acquired the new securities in the ordinary course of its business, it is not
engaged in, and does not intend to engage in, a distribution of new securities
and it has no arrangements or understandings with any person to participate in a
distribution of the new securities. If the undersigned is a broker-dealer that
will receive new securities for its own account in exchange for securities, it
represents that the securities to be exchanged for new securities were acquired
by it as a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus in connection with any resale of
such new securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.


                                       30