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Exhibit 4.5  


          REGISTRATION RIGHTS AGREEMENT


by and among
 Quebecor Media Inc.


and 


Citigroup Global Markets Inc.

Banc of America Securities LLC

TD Securities (USA) LLC

Scotia Capital (USA) Inc.

BMO Capital Markets Corp.

RBC Capital Markets Corporation

NBF Securities (USA) Corp.

HSBC Securities (USA) Inc. 


Dated as of October 5, 2007 









 
 

REGISTRATION RIGHTS AGREEMENT    
    


        This Registration Rights Agreement (this "Agreement") is made and entered into as of October 5, 2007, by and among Quebecor Media Inc., a company
incorporated under the laws of the Province of Quebec (the "Company"), and Citigroup Global Markets Inc., Banc of America Securities LLC, TD Securities (USA) LLC,
Scotia Capital (USA) Inc., BMO Capital Markets Corp., RBC Capital Markets Corporation, NBF Securities (USA) Corp. and HSBC Securities (USA) Inc. (each an "Initial Purchaser" and,
collectively, the "Initial Purchasers"). Each of the Initial Purchasers has agreed to purchase the Company's Initial Notes (as defined below) pursuant to the Purchase Agreement
(as defined below). 


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


        The
parties hereby agree as follows: 


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


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


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


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


        Closing Date:    The date of this Agreement. 


        Commission:    The United States Securities and Exchange Commission. 


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


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


        Effectiveness Target Date:    As defined in Section 5 hereof. 



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


        Exchange Notes:    The 73/4% Senior Notes due March 15, 2016, of the same series under the Indenture as
the Initial Notes, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement. 


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


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


        FINRA:    Financial Industry Regulatory Authority, Inc. 



        Form 20-F:    Form 20-F under the Exchange Act. 


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







 



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



        Indenture:    The Indenture, dated as of the Closing Date, among the Company and U.S. Bank National Association, as
trustee (the "Trustee"), pursuant to which the Notes are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the terms thereof. 


        Initial Notes:    The 73/4% Senior Notes due March 15, 2016, of the same series under the Indenture as the
Exchange Notes, for so long as such securities constitute Transfer Restricted Securities. 



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


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


        NASD:    National Association of Securities Dealers, Inc. 


        Notes:    The Initial Notes and the Exchange Notes. 



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


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


        Purchase Agreement:    The Purchase Agreement, dated as of September 26, 2007, among the Company and the Initial
Purchasers. 


        Registration Default:    As defined in Section 5 hereof. 


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


        Regulation S-K:    Regulation S-K under the Securities Act. 


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


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


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



        Special Interest:    As defined in Section 5 hereof. 


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


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


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


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        SECTION 2.    Securities Subject to this Agreement.


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


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


        SECTION 3.    Registered Exchange Offer.


        (a)    Unless
the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been
complied with), the Company shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 120 days after the Closing Date
(or if such 120th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Notes and the
Exchange Offer, (ii) use its best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 210 days after the Closing
Date (or if such 210th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, (A) file all
pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a
post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration
and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer and (iv) upon the effectiveness of
such Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of (i) the offers of the Exchange
Notes in exchange for the Transfer Restricted Securities and (ii) the resales of Exchange Notes held by Broker-Dealers as contemplated by Section 3(c) below. 



        (b)   The
Company shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the
minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall
such period be less than 30 days after the date notice of the Exchange Offer is mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state
securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company shall use its best efforts to cause the Exchange Offer to be
Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 255 days after the Closing Date (or if such
255th day is not a Business Day, the next succeeding Business Day). 


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


        The
Company shall use its best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of
Section 6(c) below to the extent necessary to ensure that it is available for resales of Exchange Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities
or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time
to time, for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer 


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Registration
Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading
activities. 


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


        SECTION 4.    Shelf Registration


        (a)    Shelf Registration.    If (i) the Company is not required to file an Exchange Offer Registration
Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been
complied with), (ii) for any reason the Exchange Offer is not Consummated within 255 days after the Closing Date (or if such 255th day is not a Business Day,
the next succeeding Business Day), or (iii) with respect to any Holder of Transfer Restricted Securities, such Holder notifies the Company prior to 20th day following the
Consummation of the Exchange Offer that (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) such Holder may not resell
the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate
or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer and holds Initial Notes acquired directly from the Company or one of its affiliates, then, upon such Holder's
request, the Company shall: 



         (x)  cause
to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer Registration
Statement (in either event, the "Shelf Registration Statement") as soon as practicable but in any event on or prior to 120 days after the date on which the filing obligation arises
(or if such 120th day is not a Business Day, the next succeeding Business Day) (such date being the "Shelf Filing Deadline"), which Shelf Registration Statement shall
provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof; and 



         (y)  use
its best efforts to cause such Shelf Registration Statement to be declared effective by the Commission on or before the 210th day after date on
which the filing obligation arises (or if such 210th day is not a Business Day, the next succeeding Business Day). 




        The
Company shall use its best efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b)
and (c) hereof to the extent necessary to ensure that it is available for resales of Notes by the Holders of Transfer Restricted Securities entitled to the benefit of this Section 4(a),
and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period
of at least two years following the Closing Date (or shorter period that will terminate on the earlier of (i) the date on which all of the Notes covered by such Shelf Registration
Statement have been sold pursuant to such Shelf Registration Statement and (ii) the date on which when Holders of the Notes covered by such Shelf Registration Statement that are not affiliates
(as defined in Rule 144 under the Securities Act) of the Company may resell such Notes without restriction pursuant to Rule 144). 


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


        SECTION
5.    Special Interest.    If (i) any of the Registration Statements required by this Agreement is not
filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or
prior to the date specified for 


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such
effectiveness in this Agreement (the "Effectiveness Target Date"), (iii) the Exchange Offer has not been Consummated within 45 days after the Effectiveness Target Date with
respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or
fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself
immediately declared effective, unless a Shelf Registration Statement or its related Prospectus ceases to be effective or usable solely as a result of the occurrence of a material event with respect
to the Company that would be required by law to be described in such Shelf Registration Statement or the related Prospectus, provided that the Company
is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement or the related Prospectus to describe such event, (each such event referred to in clauses (i)
through (iv), a "Registration Default"), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the
90-day period immediately following the occurrence of any Registration Default and shall increase by an additional 0.25% per annum at the end of each subsequent 90-day period,
but in no event shall such increase exceed 1.00% per annum. Such additional interest to be paid pursuant to a Registration Default is referred to herein as "Special Interest". Following the cure of
all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest
rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the
relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. 



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


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


        SECTION 6.    Registration Procedures


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



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


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



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should
be covered by an effective registration statement containing the selling security holder information required by Item 9.B or 9.D, as applicable, of Form 20-F
or by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired by
such Holder directly from the Company. 




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



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



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


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


        (iii)  advise
the underwriter(s), if any, and selling Holders promptly and, if requested by such Persons, to confirm such advice in writing, (A) when the Prospectus or
any Prospectus supplement or post-effective amendment has been filed, and, with respect to any Registration Statement or any post-effective amendment thereto, when the same has
become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating
thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities
commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (D) of the
existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document
incorporated by reference therein untrue, or that requires the making of any additions to or changes in (1) the Registration Statement in order to correct an omission of a material fact
necessary to make the statements therein not misleading, or (2) the Prospectus in order to 



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correct
an omission of a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time the Commission shall issue any
stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption
from qualification of the Transfer Restricted Securities under state securities or Blue Sky laws, the Company shall use its reasonable best efforts to obtain the withdrawal or lifting of such order at
the earliest possible time; 


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


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


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


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


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


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


         (x)  deliver
to each selling Holder and each of the underwriter(s), if any, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any
amendment or supplement thereto as such 



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Persons
reasonably may request; the Company hereby consents, subject to the provisions of this Agreement, to the use of the Prospectus and any amendment or supplement thereto by each of the selling
Holders and each of the underwriter(s), if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto; 


        (xi)  enter
into such agreements (including an underwriting agreement) and make such representations and warranties in form, substance and scope as are customarily made by
issuers to underwriters, and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any Registration
Statement contemplated by this Agreement, all to such extent as may be reasonably requested by any Initial Purchaser or by any Holder of Transfer Restricted Securities or underwriter in connection
with any sale or resale pursuant to any Registration Statement contemplated by this Agreement; and whether or not an underwriting agreement is entered into and whether or not the registration is an
Underwritten Registration, the Company shall, with respect to any Shelf Registration Statement: 



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



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


        (2)   an
opinion, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, of counsel for the
Company, covering the matters set forth in paragraph (c) of Section 5 of the Purchase Agreement and such other matters as such parties may reasonably request, and in any event including
a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the
Company, the Initial Purchasers' representatives and the Initial Purchasers' counsel in connection with the preparation of such Registration Statement and the related Prospectus and have considered
the matters required to be stated therein and the statements contained therein, although such counsel has not independently verified the accuracy, completeness or fairness of such statements; and that
such counsel advises that, on the basis of the foregoing (relying as to materiality to a large extent upon facts provided to such counsel by officers and other representatives of the Company and
without independent check or verification), no facts came to such counsel's attention that caused such counsel to believe that the applicable Registration Statement, at the time such Registration
Statement or any post-effective amendment thereto became effective, and, in the case of the Exchange Offer Registration Statement, as of the date of Consummation, contained an untrue
statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus contained in such
Registration Statement as of its date and, in the case of the opinion dated the date of Consummation of the Exchange Offer, as of the date of Consummation, contained an untrue statement of a material
fact or omitted to state a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not misleading. Without limiting the foregoing, such counsel may state further that such counsel assumes no responsibility for, and
has not independently verified, the accuracy, completeness or fairness of the financial statements, notes and schedules and other financial data included in any Registration Statement contemplated by
this Agreement or the related Prospectus; and 


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





8







 







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



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




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



       (xii)  prior
to any public offering of Transfer Restricted Securities, cooperate with the selling Holders, the underwriter(s), if any, and their respective counsel in
connection with the registration and qualification of the Transfer Restricted Securities under the securities or Blue Sky laws of such jurisdictions in the United States as the selling Holders
or underwriter(s) may request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the
Registration Statement; provided, however, that the Company shall not be required to register or qualify as a foreign corporation where it is not then
so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any
jurisdiction where it is not then so subject; 


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


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


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


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



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



9









  



    (xviii)  otherwise
use its best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders a
consolidated earnings statement of the Company meeting the requirements of Rule 158 (which need not be audited) for the twelve-month period, no later than 45 days, or 90 days in
the case that such period is a fiscal year, (A) commencing at the end of any fiscal quarter in which Transfer Restricted Securities are sold to underwriters in a firm or best efforts
Underwritten Offering or (B) if not sold to underwriters in such an offering, beginning with the first month of the Company's first fiscal quarter commencing after the effective date of the
Registration Statement; 


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


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




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


        SECTION 7.    Registration Expenses.


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


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


        (b)   In
connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf
Registration Statement), the Company will reimburse the 


10







 



Initial
Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the "Plan of Distribution" contained in the Exchange Offer
Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be such counsel as
may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared. 


        SECTION 8.    Indemnification.


        (a)    The
Company agrees to indemnify and hold harmless (i) each Holder and (ii) each Person, if any, who controls (within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act) any Holder (any of the persons referred to in this clause (ii) being hereinafter referred to as a "controlling person") and
(iii) the respective officers, directors, partners, employees, representatives and agents of any Holder or any controlling person (any person referred to in clause (i),
(ii) or (iii) may hereinafter be referred to as an "Indemnified Holder"), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments,
actions and expenses (including without limitation and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing, settling, compromising, paying or defending any claim
or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to any Indemnified Holder), joint or
several, directly or indirectly caused by, related to, based upon, arising out of or in connection with (A) any untrue statement or alleged untrue statement of a material fact contained in any
Registration Statement (or any amendment or supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the
statements therein not misleading or (B) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto), or any
omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not
misleading, except (i) insofar as such losses, claims, damages, liabilities or expenses are caused by an untrue statement or omission or alleged untrue statement or omission that is made in
reliance upon and in conformity with information relating to any of the Holders furnished in writing to the Company by any of the Holders expressly for use therein and (ii) the Company shall
not be liable in any such case to the extent that such loss, claim, damage or liability arises out of or is based upon the use of a Registration Statement after (x) a stop order has been issued
by the Commission in respect of a Registration Statement or any proceedings for such purposes have been initiated or (y) a Registration Statement has been suspended, so long as in the case of
(x) and (y), the Holders shall have received prior notice of such action from the Company in accordance with this Agreement. This indemnity agreement shall be in addition to any liability which
the Company may otherwise have. 


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


11







 



action,
claim, litigation or proceeding and (ii) does not include any statements as to or any findings of fault, culpability or failure to act by or on behalf of any Indemnified Holder. 


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



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


        The
Company and each Holder of Transfer Restricted Securities agree that it would not be just and equitable if contribution pursuant to this Section 8(c) were determined by
pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred
to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this Section 8, none of the Holders (and its related Indemnified Holders) shall be required to contribute, in the
aggregate, any amount in excess of the amount by which the total discount received by such Holder with respect to the Initial Notes exceeds the amount of any damages which such Holder has otherwise
been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders' obligations to contribute pursuant to this
Section 8(c) are several in proportion to the respective principal amount of Initial Notes held by each of the Holders hereunder and not joint. 


        SECTION
9.    Rule 144A.    The Company hereby agrees with each Holder, for so long as any Transfer Restricted
Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted 


12







 



Securities
in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by
Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A. 


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


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


        SECTION 12.    Miscellaneous.


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


        (b)   No Inconsistent Agreements.    The Company will not on or after the date of this Agreement enter into any
agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The Company has not entered
into any agreement granting any registration rights with respect to its securities to any Person. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent
with the rights granted to the holders of the Company's securities under any agreement in effect on the date hereof. 


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


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


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



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



13







 

         (ii)  if
to the Company: 




Quebecor
Media Inc.

612 Saint Jacques Street

Montreal, Quebec H3C 4M8

Facsimile: (514) 985-8834

Attention: Frederic Despars, Esq.

Executive Director, Legal Affairs 


With
a copy to: 


Ogilvy
Renault LLP

1981 McGill College Avenue, Suite 1100

Montreal, Quebec H3A 3C1

Facsimile: (514) 286-5474

Attention: Marc Lacourcière, Esq. 





        (iii)  if
to the Initial Purchasers: 




Citigroup
Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Facsimile: (212) 816-7912

Attention: General Counsel 


With
a copy to: 


Shearman &
Sterling LLP

199 Bay Street, Commerce Court West

Suite 4405, P.O. Box 247

Toronto, Ontario M5L 1E8

Facsimile: (416) 360-2958

Attention: Christopher J. Cummings, Esq. 






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


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


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


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



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


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


        (j)    Consent to Jurisdiction.    The Company agrees that any legal suit, action or proceeding, arising out of or
based upon this Agreement or the transactions contemplated hereby ("Related Proceedings") may be instituted in 


14







 



the
federal courts of the United States of America located in the City and County of New York or the courts of the State of New York in each case located in the City and County of
New York (collectively, the "Specified Courts"), and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The
Company irrevocably appoints CT Corporation System, as its agent to receive service of process or other legal summons for the purposes of any such suit, action or proceeding that may be instituted in
any state or federal court in the City and County of New York. Service of any process, summons, notice or document upon such agent, and written notice of said service by mail to such party's
address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive, to the fullest
extent permitted by applicable law, any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree, to the
fullest extent permitted by applicable law, not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum. 


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


        (l)    Judgment Currency.    If for the purposes of obtaining judgment in any court it is necessary to convert a sum
due hereunder into any currency other than U.S. dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange to be used shall be the rate
at which in accordance with normal banking procedures the indemnified party could purchase U.S. dollars with such other currency in The City of New York on the business day preceding
that on which final judgment is given. The obligations of the Company in respect of any sum due from it to any indemnified party shall, notwithstanding any judgment in any currency other than
U.S. dollars, not be discharged until the first business day, following receipt by such indemnified party of any sum adjudged to be so due in such other currency, on which (and only to
the extent that) such indemnified party may in accordance with normal banking procedures purchase U.S. dollars with such other currency; if the U.S. dollars so purchased are less than
the sum originally due to such indemnified party hereunder, the Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such indemnified party against such loss.
If the U.S. dollars so purchased are greater than the sum originally due to such indemnified party hereunder, such indemnified party agrees to pay the Company an amount equal to the excess of
the dollars so purchased over the sum originally due to such indemnified party hereunder. 


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


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


15










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



	
 	
 	

Very truly yours,
	
 	
 	

QUEBECOR MEDIA INC.
	 	 	 	 
	
 	
 	

By:	

/s/ Jean-François Pruneau
 Name: Jean-François Pruneau

Title:   Treasurer












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


CITIGROUP
GLOBAL MARKETS INC.

BANC OF AMERICA SECURITIES LLC

TD SECURITIES (USA) LLC

SCOTIA CAPITAL (USA) INC.

BMO CAPITAL MARKETS CORP.

RBC CAPITAL MARKETS CORPORATION

NBF SECURITIES (USA) CORP.

HSBC SECURITIES (USA) INC. 



	By:    CITIGROUP GLOBAL MARKETS INC.
	 	 	 
	
 By:	

/s/ Timothy P. Dilworth
 Name: Timothy P. Dilworth

Title:   Director

For itself and the several Initial Purchasers

	

 













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